Redemption of Units. Any redemption of Units by the Company permitted under Article III shall be conducted in accordance with this Section 3.13. (a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be made. (b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii). (c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank. (d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 4 contracts
Samples: Operating Agreement, Operating Agreement (Oaktree Capital Group, LLC), Operating Agreement (Oaktree Capital Group, LLC)
Redemption of Units. Any (1) Subject to Section 11.3(d) and the further provisions of this Section 4.2(e), and except as otherwise set forth in an exhibit hereto setting forth rights, preferences and obligations with respect to any particular class or series of Membership Units issued after the date hereof, each Non-Managing Member shall have the right (i) on or after the date twelve (12) months after the Effective Date, with respect to the Membership Units acquired on or contemporaneously with the Effective Date, or (ii) on or after such other date as expressly provided in any agreement entered into between the Company and any Non-Managing Member, including the Structuring and Contribution Agreement, to require the Company to redeem (the “Redemption Right”) on a Specified Redemption Date all or a portion of the Membership Units held by such Non-Managing Member at a redemption price equal to and in the form of Units the Cash Amount to be paid by the Company permitted under Article III Company. The Redemption Right shall be conducted exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Managing Member) by the Non-Managing Member who is exercising the Redemption Right (the “Redeeming Member”); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Managing Member elects to purchase the Membership Units subject to the Notice of Redemption (the “Tendered Units”); provided, further, that in accordance with this the event the Managing Member issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the “Common Share Rights”) then (except to the extent such rights have already been reflected in an adjustment to the Unit Adjustment Factor as provided in Section 3.134.2(e)(2) below) the Redeeming Member shall also be entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. A Non-Managing Member may not exercise the Redemption Right for less than ten thousand (10,000) Membership Units or, if such Non-Managing Member holds less than ten thousand (10,000) Membership Units, all of the Membership Units held by such Non-Managing Member.
(a2) The Company shallNotwithstanding the provisions of Section 4.2(e)(1), not later than 30 days before a Non-Managing Member that exercises the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice Redemption Right shall be deemed to have been given when offered to sell the Membership Units described in the Notice of Redemption to the Managing Member, and the Managing Member may, in its sole and absolute discretion, elect to assume directly and satisfy a Redemption Right, and acquire some or all of such Membership Units by paying to the Redeeming Member either the Cash Amount, or the Shares Amount, as elected by the Managing Member (in its sole and absolute discretion), on the Specified Redemption Date, whereupon the Managing Member shall acquire the Membership Units offered for redemption by the Redeeming Member. If the Managing Member shall elect to exercise its right to purchase Membership Units under this Section 4.2(e)(2) with respect to a Notice of Redemption, it shall so mailednotify the Redeeming Member promptly after the receipt by the Company of such Notice of Redemption. In the event the Managing Member shall exercise its right to purchase Membership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 4.2(e)(2), the Company shall have no obligation to pay any amount to the Redeeming Member with respect to Redeeming Member’s exercise of Redemption Right, and each of the Redeeming Member, the Company and the Managing Member shall treat the transaction between the Managing Member and the Redeeming Member for federal income tax purposes as a sale of the Redeeming Member’s Membership Units to the Managing Member.
(3) In the event of any change in the Unit Adjustment Factor, the number of Membership Units held by each Member shall be proportionately adjusted by multiplying the number of Membership Units held by such Member immediately prior to the change in the Unit Adjustment Factor by the new Unit Adjustment Factor; the intent of this provision is that one Membership Unit remains equivalent in value to one Common Share without dilution (including any securities for which Shares are exchanged in a transaction contemplated by Section 11.2(c)). In the event the Managing Member issues any Common Shares in exchange for Membership Units pursuant to this Section 4.2(e), any such Membership Units so acquired by the Managing Member shall immediately thereafter be canceled by the Company and the Company shall issue to the Managing Member new Membership Units pursuant to Section 4.2(c) hereof. Each Redeeming Member agrees to execute such documents as the Managing Member may reasonably require in connection with the issuance of Common Shares upon exercise of the Redemption Right.
(4) The notice Shares Amount, if applicable, shall specify be delivered as duly authorized, validly issued, fully paid and nonassessable Common Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Redeemable Charter, the Bylaws of the Managing Member, the Securities Act of 1933, as amended (the “Securities Act”), relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such Common Shares entered into by the Redeeming Member. Notwithstanding any delay in such delivery (but subject to Section 4.2(e)(6)), the Redeeming Member shall be deemed the owner of such Common Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the Common Shares for which the Membership Units might be exchanged shall also bear a legend which generally provides the following:
(5) Each Non-Managing Member covenants and agrees with the Managing Member that all Tendered Units shall be delivered to the Managing Member free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the date fixed for redemptionManaging Member shall be under no obligation to acquire the same. Each Non-Managing Member further agrees that, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case event any state or local property transfer tax is payable solely with respect to its Tendered Units transferred to the Managing Member (or its designee), such Non-Managing Member shall assume and pay such transfer tax.
(6) Notwithstanding the provisions of Redeemable Units evidenced Section 4.2(e) or any other provision of this Agreement, a Member (i) shall not be entitled to effect a Redemption for cash or an exchange for Common Shares to the extent the ownership or right to acquire Common Shares pursuant to such exchange by Certificates, upon surrender such Member on the Specified Redemption Date could cause such Member or any other Person to violate the restrictions on ownership and transfer of Common Shares set forth in the Certificates evidencing such Redeemable UnitsCharter and (ii) and that on and after the date fixed for redemption shall have no further allocations or distributions rights under this Agreement to acquire Common Shares which the Member would otherwise be entitled prohibited under the Charter. To the extent any attempted redemption or exchange for Common Shares would be in respect violation of this Section 4.2(e)(6), it shall be null and void ab initio and such Member shall not acquire any rights or economic interest in the Redeemable Units will accrue cash otherwise payable upon such redemption or be madethe Common Shares otherwise issuable upon such exchange.
(b7) The aggregate redemption price for Redeemable Units shall be an amount equal Notwithstanding anything herein to the Current Market Price contrary (the date of determination of which shall be the date fixed but subject to Section 4.2(e)(6)), with respect to any redemption or exchange for redemption) of Units of the class Common Shares pursuant to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, this Section 4.2(e):
(i) in cashAll Membership Units acquired by the Managing Member pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Managing Member Interests comprised of the same number and class of Membership Units.
(ii) by delivery The consummation of a promissory note any redemption or exchange for Common Shares shall be subject to the expiration or termination of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (orapplicable waiting period, if later in any, under the case Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Redeemable Units evidenced by Certificates1976, upon surrender of the Certificates evidencing such Redeemable Units) or as amended.
(iii) Each Redeeming Member shall continue to own all Membership Units subject to any redemption or exchange for Common Shares, and be treated as a combination Non-Managing Member with respect to such Membership Units for all purposes of cash and this Agreement, until the Specified Redemption Date. Until a promissory note having Specified Redemption Date, the terms described in clause (ii).
(c) The Redeeming Member or its duly authorized representative shall have no rights as a stockholder of the Managing Member with respect to such Redeeming Member’s Membership Units, except as may be entitled to receive the payment for Redeemable Units at the place of payment specified provided in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blankInvestors Agreement.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.)
Redemption of Units. Any (1) Subject to the further provisions of this Section 4.2(e), and except as otherwise set forth in Exhibit C with respect to any particular class or series of Membership Units issued after the date hereof, each Non-Managing Member shall have the right (i) on or after the date twelve (12) months after the Effective Date, with respect to the Membership Units acquired on or contemporaneously with the Effective Date, or (ii) on or after such other date as expressly provided in any agreement entered into between the Company and any Non-Managing Member, including the Structuring and Contribution Agreement, (the "Redemption Right") to require the Company to redeem on a Specified Redemption Date all or a portion of the Membership Units held by such Non-Managing Member at a redemption price equal to and in the form of Units the Cash Amount to be paid by the Company permitted under Article III Company. The Redemption Right shall be conducted exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Managing Member) by the Non-Managing Member who is exercising the Redemption Right (the "Redeeming Member"); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Managing Member elects to purchase the Membership Units subject to the Notice of Redemption (the "Tendered Units"); provided, further, that in accordance with this the event the Managing Member issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the "Common Share Rights") then (except to the extent such rights have already been reflected in an adjustment to the Unit Adjustment Factor as provided in Section 3.134.2(e)(2) below) the Redeeming Member shall also be entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. A Non-Managing Member may not exercise the Redemption Right for less than ten thousand (10,000) Membership Units or, if such Non-Managing Member holds less than ten thousand (10,000) Membership Units, all of the Membership Units held by such Non-Managing Member.
(a2) The Company shallNotwithstanding the provisions of Section 4.2(e)(1), not later than 30 days before a Non-Managing Member that exercises the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice Redemption Right shall be deemed to have been given when offered to sell the Membership Units described in the Notice of Redemption to the Managing Member, and the Managing Member may, in its sole and absolute discretion, elect to assume directly and satisfy a Redemption Right, and acquire some or all of such Membership Units by paying to the Redeeming Member either the Cash Amount, or the Shares Amount, as elected by the Managing Member (in its sole and absolute discretion), on the Specified Redemption Date, whereupon the Managing Member shall acquire the Membership Units offered for redemption by the Redeeming Member. If the Managing Member shall elect to exercise its right to purchase Membership Units under this Section 4.2(e)(2) with respect to a Notice of Redemption, it shall so mailednotify the Redeeming Member promptly after the receipt by the Company of such Notice of Redemption. In the event the Managing Member shall exercise its right to purchase Membership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 4.2(e)(2), the Company shall have no obligation to pay any amount to the Redeeming Member with respect to Redeeming Member's exercise of the Redemption Right, and each of the Redeeming Member, the Company and the Managing Member shall treat the transaction between the Managing Member and the Redeeming Member for federal income tax purposes as a sale of the Redeeming Member's Membership Units to the Managing Member.
(3) In the event of any change in the Unit Adjustment Factor, the number of Membership Units held by each Member shall be proportionately adjusted by multiplying the number of Membership Units held by such Member immediately prior to the change in the Unit Adjustment Factor by the new Unit Adjustment Factor; the intent of this provision is that one Membership Unit remains equivalent in value to one Common Share without dilution (including any securities for which Shares are exchanged in a transaction contemplated by Section 11.2(c)). In the event the Managing Member issues any Common Shares in exchange for Membership Units pursuant to this Section 4.2(e), any such Membership Units so acquired by the Managing Member shall immediately thereafter be canceled by the Company and the Company shall issue to the Managing Member new Membership Units pursuant to Section 4.2(c) hereof. Each Redeeming Member agrees to execute such documents as the Managing Member may reasonably require in connection with the issuance of Common Shares upon exercise of the Redemption Right.
(4) The notice Shares Amount, if applicable, shall specify be delivered as duly authorized, validly issued, fully paid and nonassessable Common Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Redeemable Charter, the Bylaws of the Managing Member, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such Common Shares entered into by the Redeeming Member. Notwithstanding any delay in such delivery (but subject to Section 4.2(e)(6)), the Redeeming Member shall be deemed the owner of such Common Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the Common Shares for which the Membership Units might be exchanged shall also bear a legend which generally provides the following: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE, AMONG OTHERS, OF THE CORPORATION'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION'S CHARTER, (I) NO INDIVIDUAL MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION'S COMMON STOCK IN EXCESS OF 9.8 PERCENT (IN VALUE OR NUMBER OF SHARES) OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE CORPORATION UNLESS SUCH INDIVIDUAL IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (II) NO INDIVIDUAL MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK OF THE CORPORATION IN EXCESS OF 9.8 PERCENT OF THE VALUE OF THE TOTAL OUTSTANDING SHARES OF CAPITAL STOCK OF THE CORPORATION, UNLESS SUCH INDIVIDUAL IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (III) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN CAPITAL STOCK THAT WOULD RESULT IN THE CORPORATION BEING "CLOSELY HELD" UNDER SECTION 856(H) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (IV) NO PERSON MAY TRANSFER SHARES OF CAPITAL STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CHARTER OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF CAPITAL STOCK OF THE CORPORATION ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.
(5) Each Non-Managing Member covenants and agrees with the Managing Member that all Tendered Units shall be delivered to the Managing Member free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the date fixed for redemptionManaging Member shall be under no obligation to acquire the same. Each Non-Managing Member further agrees that, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case event any state or local property transfer tax is payable solely with respect to its Tendered Units transferred to the Managing Member (or its designee), such Non-Managing Member shall assume and pay such transfer tax.
(6) Notwithstanding the provisions of Redeemable Units evidenced Section 4.2(e) or any other provision of this Agreement, a Member (i) shall not be entitled to effect a Redemption for cash or an exchange for Common Shares to the extent the ownership or right to acquire Common Shares pursuant to such exchange by Certificates, upon surrender such Member on the Specified Redemption Date could cause such Member or any other Person to violate the restrictions on ownership and transfer of Common Shares set forth in the Certificates evidencing such Redeemable UnitsCharter and (ii) and that on and after the date fixed for redemption shall have no further allocations or distributions rights under this Agreement to acquire Common Shares which the Member would otherwise be entitled prohibited under the Charter. To the extent any attempted redemption or exchange for Common Shares would be in respect violation of this Section 4.2(e)(6), it shall be null and void ab initio and such Member shall not acquire any rights or economic interest in the Redeemable Units will accrue cash otherwise payable upon such redemption or be madethe Common Shares otherwise issuable upon such exchange.
(b7) The aggregate redemption price for Redeemable Units shall be an amount equal Notwithstanding anything herein to the Current Market Price contrary (the date of determination of which shall be the date fixed but subject to Section 4.2(e)(6)), with respect to any redemption or exchange for redemption) of Units of the class Common Shares pursuant to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, this Section 4.2(e):
(i) in cashAll Membership Units acquired by the Managing Member pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Managing Member Interests comprised of the same number and class of Membership Units.
(ii) by delivery The consummation of a promissory note any redemption or exchange for Common Shares shall be subject to the expiration or termination of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (orapplicable waiting period, if later in any, under the case Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Redeemable Units evidenced by Certificates1976, upon surrender of the Certificates evidencing such Redeemable Units) or as amended.
(iii) Each Redeeming Member shall continue to own all Membership Units subject to any redemption or exchange for Common Shares, and be treated as a combination Non-Managing Member with respect to such Membership Units for all purposes of cash and this Agreement, until the Specified Redemption Date. Until a promissory note having Specified Redemption Date, the terms described in clause (ii).
(c) The Redeeming Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf have no rights as a stockholder of the Managing Member with respect to such Redeeming Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding 's Membership Units.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Strategic Hotel Capital Inc), Limited Liability Company Agreement (Strategic Hotel Capital Inc), Limited Liability Company Agreement (Strategic Hotel Capital Inc)
Redemption of Units. Any redemption of Units by the Company permitted under Article III shall be conducted in accordance with this Section 3.13.
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be made.
(b) The Except as may be provided by the Unit Designation applicable to any Redeemable Units, the aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 3 contracts
Samples: Operating Agreement (Oaktree Capital Group, LLC), Operating Agreement (Oaktree Capital Group, LLC), Operating Agreement (Oaktree Capital Group, LLC)
Redemption of Units. Any redemption No Member shall have the right to redeem its Units, withdraw from the Company or otherwise obtain the return of all or any portion of his Capital Account balance for a period of one year after such Member’s initial purchase of Units, except in the event of the Member’s death within the first year of his or her purchase of Units. Redemptions of Units by after a minimum one year holding period and before the Company permitted under Article III five year holding period as set forth below shall be conducted permitted in accordance with this Section 3.13.Article 8. The Managers shall have the right, in their sole discretion, to redeem the Units of any Member who holds less than 2,000 Units. No penalty will be assessed in connection with such redemption of less than 2,000 Units by the Managers. Additionally, as set forth below there shall be a limited right of withdrawal upon the death of a Member. A Member may redeem its Units upon the following terms:
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption A Member wishing to have his Units redeemed must mail or deliver a written request (a “Redemption Request”) to the Member at its last address designated on Company (executed by the records of the Company trustee or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later authorized agent in the case of Redeemable Retirement Plans) in substantially the form of Exhibit A attached hereto indicating the number of Units evidenced that such Member wishes to be redeemed. A Member may request that fewer than all of such Member’s Units be redeemed. In connection with a Redemption Request, a Member shall provide such information and documents as may be reasonably requested by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be madeManagers.
(b) The aggregate redemption price for Redeemable In the event that the Managers decide to honor a Redemption Request, they will cause the Company to redeem all the Units shall (or portion thereof) requested to be an amount equal redeemed by the Member, subject to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually conditions and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii)limitations set forth herein.
(c) The Company shall attempt to redeem Units on a quarterly basis. Redemptions (or partial redemptions), if any, shall be paid at the end of the calendar quarter following the quarter in which the Redemption Request is received by the Company. Units redeemed by the Company pursuant to this Article 8 shall be promptly canceled.
(d) The purchase price for redeemed Units shall be equal to:
(i) For redemptions beginning after one year (but before two years) following the date of acquisition of the redeemed Units, 92% of the actual purchase price for the Units paid by the redeeming Member or its duly authorized representative 92% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(ii) For redemptions beginning after two years (but before three years) following the date of acquisition of the redeemed Units, 94% of the actual purchase price for the Units paid by the redeeming Member or 94% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(iii) For redemptions beginning after three year (but before four years) following the date of acquisition of the redeemed Units, 96% of the actual purchase price for the Units paid by the redeeming Member or 96% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(iv) For redemptions beginning after four years (but before five years) following the date of acquisition of the redeemed Units, 98% of the actual purchase price for the Units paid by the redeeming Member or 98% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(v) For redemptions beginning after five years following the date of acquisition of the redeemed Units, 100% of the actual purchase price for the redeemed Units or 100% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less. Notwithstanding the foregoing, with respect to any Redemption Request, the maximum number of Units which may be redeemed per quarter shall not exceed the greater of (i) 100,000 Units, or (ii) 25% of the Member’s total outstanding Units. For Redemption Requests that require more than one quarter to fully redeem, redemption payments will be made at the end of each calendar quarter. The percentage discount amount that applies when the redemption payments begin will continue to apply throughout the entire redemption period and will apply to all Units covered by such Redemption Request regardless of when the final redemption payment is made. Units purchased through the Company’s Distribution Reinvestment Program shall be entitled subject to receive the payment for Redeemable Units at same holding period and redemption values applicable to original purchases of Units.
(e) A portion of the place early withdrawal penalty payments shall be applied toward the next installment(s) of payment specified principal under the Formation Loan owed to the Company by Redwood Mortgage Corp., thereby reducing the amount owed to the Company from Redwood Mortgage Corp. Such portion will be determined by the ratio between the initial amount of the Formation Loan and the total amount of the offering costs incurred by the Company in the notice Offering of Units. Once offering expenses are repaid, early redemption penalties will be applied to the Formation Loan, and then the Company’s own account.
(f) Notwithstanding the foregoing, the Company will not, (i) in the case of uncertificated Redeemable Unitsany calendar year, on the redemption date redeem more than 5%, or (ii) in the case of Redeemable Units evidenced by Certificatesany calendar quarter, upon surrender, on the redemption date or thereafter, by or on behalf of the Memberredeem more than 1.25%, of the Certificates evidencing weighted average number of Units outstanding during the Redeemable Unitstwelve (12) month period immediately prior to the date of the redemption. In addition, duly endorsed the Managers may, in blank their sole discretion, further limit the percentage of the total Members’ Units that may be redeemed or accompanied may adjust the timing of scheduled redemptions (including deferring withdrawals indefinitely), to the extent that such redemption would cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or any Treasury Regulations promulgated thereunder (determined without reference to Code Section 469(i)). In the event that Redemption Requests in excess of the foregoing limitations are received by an assignment duly executed the Managers, such Redemption Requests will be honored in blankthe following order of priority: (1) first, to redemptions upon the death of a Member; and (2) next, to other Redemption Requests until all other requests for redemption have been met. All Redemption Requests shall be honored on a pro rata basis, based on the amount of Redemption Requests received in the preceding quarter plus unfulfilled Redemption Requests that the Company was unable to honor in prior quarter(s).
(dg) Unfulfilled Redemption Requests carried over from a prior quarter shall not receive priority over Redemption Requests received by the Managers in the current quarter.
(h) In the event that a Member has an unfulfilled Redemption Request, the Member may withdraw such Redemption Request at any time by sending a written notice of withdrawal to the Company. If the Company receives the notice of withdrawal on a date that is less than thirty (30) days prior to the next scheduled redemption payment, then that payment shall be made but all subsequent payments to the Member shall cease. If the Company receives the notice of withdrawal on a date that is more than thirty (30) days prior to the next scheduled redemption payment, then all redemption payments to such Member shall cease.
(i) After withdrawing a pending Redemption Request in accordance with subsection (h) above, the withdrawing Member may thereafter submit another Redemption Request to the Company at a later date. The purchase price for the redeemed Units covered by such later Redemption Request, shall be determined based on the date of the later Redemption Request, and accordingly, may have a lower penalty than what was applied to the initial Redemption Request.
(j) Payments to redeeming Members shall at all times be subject to the availability of sufficient cash flow generated in the ordinary course of the Company’s business, and the Company shall not be required to liquidate outstanding Loans prior to their maturity dates for the purposes of meeting the Redemption Requests of Members. For this purpose, cash flow shall be considered to be available only after all current Company expenses have been paid (including compensation to the Managers and their Affiliates), adequate provision has been made for payment of the Company’s current and future debt, and adequate provision has been made for the payment of all monthly cash distributions to Members who do not reinvest distributions pursuant to the Distribution Reinvestment Plan.
(k) The Managers shall have the right, in their sole discretion, at any time and from time to time, (i) to reject any Redemption Request or to suspend or terminate the acceptance of new Redemption Requests without prior notice, or (ii) to terminate, suspend and/or amend the unit redemption dateprogram. Without limiting the generality of the foregoing, Redeemable the Managers may choose to terminate or suspend the unit redemption program in the event the Managers determine, in their sole discretion, that (i) the Company has insufficient available cash flow, in accordance with subsection (j) above or (ii) such termination or suspension would otherwise be in the best interests of the Company. In addition, the Managers may, at any time and without prior notice, reduce the number of Units purchased under the unit redemption program if the Managers determine, in their sole discretion, that the funds otherwise available to fund the unit redemption program are needed for other Company purposes. The foregoing limitations shall no longer constitute Outstanding Unitsapply to all redemptions, including redemptions upon the death of a Member. In the event that the Company shall terminate, suspend or amend its Unit redemption program, the Company shall send to the Members written notice of such termination, suspension or amendment at least 30 days prior to the effective date of the termination, suspension or amendment; provided, however, the Company may suspend or terminate the acceptance of new Redemption Requests at any time without prior notice, and the Company may reduce the number of Units purchased under the unit redemption program at any time without prior notice. In addition, the Managers may, in their sole discretion, waive any applicable holding periods or penalties in the event of the death of a Member or other exigent circumstances or if the Managers believe such waiver is in the best interests of the Company.
(l) The Company shall not be required to establish a reserve from which to fund redemptions.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Redwood Mortgage Investors IX), Limited Liability Company Operating Agreement (Redwood Mortgage Investors IX)
Redemption of Units. Any 27.1 The Trustee shall at any time during the life of the Trust on the instruction of the Management Company authorize redemption of Units out of the Trust Property to the Unit Holders.
27.2 Application for redemption of Units shall be made by completing the prescribed redemption form and submitting it at the Authorized Branch or office of the Distribution Company or Transfer Agent together with the Unit Certificate, if issued, during any Subscription Day. The Management Company may make arrangement to accept redemption requests through electronic or other means under intimation to the Trustee and after notification to the Unit Holders, as authorized by the Company permitted under Article III Management Company. No person shall be conducted entitled to redeem only part of the Units comprised in a Certificate, however, in the case where Certificate is not issued any number of Units may be redeemed by the Unit Holder thereof.
27.3 The Trustee may with the approval of the Management Company dispense with the production of any Certificate that shall have become lost, stolen or destroyed upon compliance by the Unit Holder with like requirements to those arising in the case of an application by him for the replacement thereof.
27.4 The Management Company shall announce the Redemption Price on every Subscription Day. The Redemption Price at which Units shall be redeemed shall be fixed by the Management Company under the terms of this Deed and as specified by the Rules. However, in the event in clause 12.2 or clause 12.4 comes into application, the redemption value shall be determined in accordance with this Section 3.13the procedure laid out in these clauses.
(a) 27.5 The Company shallamount payable on redemption shall be paid to the Unit Holder or first named joint Holder, not later than 30 days before by transferring the redemption proceeds to the Unit Holder’s designated Bank Account or through a crossed cheque or any other mode authorized by the Management Company. The redemption amount will be dispatched to the registered address of the Holder, within six Business Days from the date fixed of presentation of the duly completed application for redemption, give notice redemption as per clause 27.2 above.
27.6 The receipt of redemption the Unit Holder for any moneys payable in respect of the Units shall be a good discharge to the Member Trustee and Management Company and if several persons are registered as joint Holders any one of them may give effectual receipt for any such moneys.
27.7 Application for redemption of Units shall be received at its last address designated on the records Authorized Offices or Branches of the Distribution Company or Transfer Agent on all Subscription Days. Where redemption requests on any one Subscription Day exceed ten percent (10%) of the total number of Units in issue, redemption requests in excess of ten percent may be deferred in accordance with the procedure elaborated in clause 12.4.
27.8 The Distribution Company or Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier Agent shall verify the particulars given in the application for redemption of national reputationUnits and documents submitted therewith. The notice signature of any Unit Holder or joint Holder to any document required to be signed by him under or in connection with the application for redemption of Units may be verified to their reasonable satisfaction.
27.9 A redemption request shall be deemed to have been given when so mailed. The notice shall specify made in accordance with such documents prescribe automatic redemption under certain circumstances.
27.10 Where lien/ pledge/ charge is recorded in the Redeemable UnitsRegister against Unit(s), the date fixed Management Company and the Trustee may concur to make payment to the pledgee, if request is received from the pledgee and on receipt of such indemnification as Management Company or Trustee may require.
27.11 The maximum interval between the receipt of a properly documented request for redemption, redemption of Units and the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be mademoney shall not exceed six working days unless Queue System is invoked.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 2 contracts
Samples: Trust Deed, Trust Deed
Redemption of Units. Any redemption No Member shall have the right to redeem its Units, withdraw from the Company or otherwise obtain the return of all or any portion of his Capital Account balance for a period of one year after such Member’s initial purchase of Units, except in the event of the Member’s death within the first year of his or her purchase of units. Redemptions of Units by after a minimum one year holding period and before the Company permitted under Article III five year holding period as set forth below shall be conducted permitted in accordance with this Section 3.13.Article 8. The Managers shall have the right, in their sole discretion, to redeem the Units of any Member who holds less than 2,000 Units. No penalty will be assessed in connection with such redemption of less than 2,000 Units by the Managers. Additionally, as set forth below there shall be a limited right of withdrawal upon the death of a Member. A Member may redeem its Units upon the following terms:
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption A Member wishing to have his Units redeemed must mail or deliver a written request (a “Redemption Request”) to the Member at its last address designated on Company (executed by the records of the Company trustee or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later authorized agent in the case of Redeemable Retirement Plans) indicating his desire to have such Units evidenced redeemed in substantially the form of Exhibit A attached hereto indicating the number of Units that such Member wishes to be redeemed. A Member may request that fewer than all of such Member’s Units be redeemed. In connection with a Redemption Request, a Member shall provide such information and documents as may be reasonably requested by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be madeManagers.
(b) In the event that the Managers decide to honor a Redemption Request, they will cause the Company to redeem all the Units (or portion thereof) requested to be redeemed by the Member.
(c) Redemptions (or partial redemptions) shall be paid at the end of the calendar quarter following the quarter in which the Redemption Request is received by the Company. The aggregate redemption Company shall attempt to redeem Units quarterly. Units redeemed by the Company pursuant to this Article 8 shall be promptly canceled.
(d) The purchase price for Redeemable Units redeemed units shall be an amount equal to the Current Market Price to:
(i) For redemptions beginning after one year (but before two years) following the date of determination acquisition of which shall be the redeemed Units, 92% of the actual purchase price for the Units paid by the redeeming Member or 92% of the Member’s Capital Account balance as of the date fixed for redemptionof each redemption payment, whichever is less;
(ii) For redemptions beginning after two years (but before three years) following the date of Units acquisition of the class to be so redeemed multiplied Units, 94% of the actual purchase price for the Units paid by the redeeming Member or 94% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(iii) For redemptions beginning after three year (but before four years) following the date of acquisition of the redeemed Units, 96% of the actual purchase price for the Units paid by the redeeming Member or 96% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(iv) For redemptions beginning after four years (but before five years) following the date of acquisition of the redeemed Units, 98% of the actual purchase price for the Units paid by the redeeming Member or 98% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(v) For redemptions beginning after five years following the date of acquisition of the redeemed Units, 100% of the actual purchase price for the redeemed Units or 100% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less. Notwithstanding the foregoing, with respect to any Redemption Request, the maximum number of Units which may be redeemed per quarter shall not exceed the greater of (i) 100,000 Units, or (ii) 25% of the Member’s total outstanding Units. For Redemption Requests that require more than one quarter to fully redeem, redemption payments will be made at the end of each calendar quarter. The percentage discount amount that applies when the redemption payments begin will continue to apply throughout the entire redemption period and will apply to all Units covered by such class included among Redemption Request regardless of when the Redeemable final redemption payment is made. Units purchased through the Company’s Distribution Reinvestment Program shall be subject to the same holding period and redemption values applicable to original purchases of Units.
(e) A portion of the early withdrawal penalty payments shall be applied toward the next installment(s) of principal under the Formation Loan owed to the Company by Redwood Mortgage Corp., net thereby reducing the amount owed to the Company from Redwood Mortgage Corp. Such portion will be determined by the ratio between the initial amount of any the Formation Loan and the total amount of the offering costs or expenses incurred by the Company in connection with such redemptionthe Offering of Units. Subject Once offering expenses are repaid, early redemption penalties will be applied to the Delaware ActFormation Loan, and then the Company’s own account.
(f) Notwithstanding the foregoing, the redemption price shall be paid, as determined by the Company in its sole discretionwill not, (i) in cashany calendar year, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption priceredeem more than 5%, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificatesany calendar quarter, upon surrender, on the redemption date or thereafter, by or on behalf of the Memberredeem more than 1.25%, of the Certificates evidencing weighted average number of Units outstanding during the Redeemable Unitstwelve (12) month period immediately prior to the date of the redemption. In addition, duly endorsed the Managers may, in blank their sole discretion, further limit the percentage of the total Members’ Units that may be redeemed or accompanied by an assignment duly executed in blankmay adjust the timing of scheduled redemptions (including deferring withdrawals indefinitely), to the extent that such redemption would cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or any Treasury Regulations promulgated thereunder (determined without reference to Code Section 469(i)).
(dg) After In the event that Redemption Requests in excess of the foregoing limitations are received by the Managers, such Redemption Requests will be honored in the following order of priority: (1) first, to redemptions by Benefit Plan Investors, but only to the extent necessary to pay their required minimum distribution under the benefit plan; (2) next, to redemptions upon the death of a Member; and (3) finally, to other Redemption Requests until all other requests for redemption datehave been met. All Redemption Requests shall be honored on a pro rata basis, Redeemable Units based on the amount of Redemption Requests received in the preceding quarter plus unfulfilled Redemption Requests that the Company was unable to honor in prior quarter(s).
(h) The Managers reserve the right, in their sole discretion, to reject any request for redemption, or to terminate, suspend or amend the unit redemption program at any time. In addition, the Managers may, in their sole discretion, waive any applicable holding periods or penalties if the Managers believe such waiver is in the best interests of the Company.
(i) The Company shall no longer constitute Outstanding Unitsnot be required to establish a reserve from which to fund redemptions. Payments to redeeming Members shall at all times be subject to the availability of sufficient cash flow generated in the ordinary course of the Company’s business, and the Company shall not be required to liquidate outstanding Loans prior to their maturity dates for the purposes of meeting the Redemption Requests of Members. For this purpose, cash flow shall be considered to be available only after all current Company expenses have been paid (including compensation to the Managers and their Affiliates), adequate provision has been made for payment of the Company’s current and future debt, and adequate provision has been made for the payment of all monthly cash distributions to Members who do not reinvest distributions pursuant to the Distribution Reinvestment Plan.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Redwood Mortgage Investors IX), Limited Liability Company Operating Agreement (Redwood Mortgage Investors IX)
Redemption of Units. Any redemption of Units by the Company permitted under Article III shall be conducted in accordance with this Section 3.13.
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note Upon the advice and direction of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interestFund's counsel, the first Administrator shall coordinate periodic tender offers for the Fund, distribute tender offer materials to all investors, record investor replies and make the necessary Commission filings related thereto (initial forms for such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced tender offers shall be prepared by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (iiFund counsel).
(cii) The Member Fund shall provide the Administrator with Redemption Instructions on or its duly authorized representative before each Redemption Date during the term of this Agreement. As soon as possible following the determination of the Current NAV, the Administrator shall cause to be entitled to receive redeemed from the payment for Redeemable Units at the place accounts of payment investors specified in the notice Redemption Instructions for such Redemption Date, the appropriate number of redemption (i) in the case of uncertificated Redeemable Units, full and fractional Units based on the redemption date or (ii) in Current NAV for the case of Redeemable Units evidenced by Certificates, upon surrender, on Investment Date which occurs immediately after the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blankRedemption Date.
(diii) After Upon receipt of the Current NAV, the Fund or its designee shall cause the Custodian to deposit in the DDA Account an amount of cash sufficient for the Administrator to make redemption datepayments to those investors specified in the Redemption Instructions. The Administrator shall not be liable for any improper payments made in accordance with Redemption Instructions. If the Administrator does not receive from the Custodian sufficient cash to make payments of all redemptions listed in the Redemption Instructions, Redeemable the Administrator shall, upon notice to the Fund, withhold payment to all investors listed in the Redemption Instructions until sufficient cash is provided to the Administrator.
(iv) Upon receipt of the Redemption Instructions and monies paid to it by the Custodian in connection with redemption of Units, the Administrator shall cancel the redeemed Units shall no longer constitute Outstanding Unitsand, after making appropriate deductions for any withholding of taxes required of it by applicable federal law, make payment in accordance with the Redemption Instructions.
Appears in 2 contracts
Samples: Administration, Fund Accounting, Investor Services and Recordkeeping Agreement (Generation Hedge Strategies Fund LLC), Administration, Fund Accounting, Investor Services and Recordkeeping Agreement (Generation Hedge Strategies Fund LLC)
Redemption of Units. Any redemption No Member shall have the right to redeem its Units, withdraw from the Company or otherwise obtain the return of all or any portion of his Capital Account balance for a period of one year after such Member’s initial purchase of Units, except in the event of the Member’s death within the first year of his or her purchase of Units. Redemptions of Units by after a minimum one year holding period and before the Company permitted under Article III five year holding period as set forth below shall be conducted permitted in accordance with this Section 3.13.Article 8. The Managers shall have the right, in their sole discretion, to redeem the Units of any Member who holds less than 2,000 Units. No penalty will be assessed in connection with such redemption of less than 2,000 Units by the Managers. Additionally, as set forth below there shall be a limited right of withdrawal upon the death of a Member. A Member may redeem its Units upon the following terms:
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption A Member wishing to have his Units redeemed must mail or deliver a written request (a “Redemption Request”) to the Member at its last address designated on Company (executed by the records of the Company trustee or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later authorized agent in the case of Redeemable Retirement Plans) in substantially the form of Exhibit A attached hereto indicating the number of Units evidenced that such Member wishes to be redeemed. A Member may request that fewer than all of such Member’s Units be redeemed. In connection with a Redemption Request, a Member shall provide such information and documents as may be reasonably requested by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be madeManagers.
(b) The aggregate redemption price for Redeemable In the event that the Managers decide to honor a Redemption Request, they will cause the Company to redeem all the Units shall (or portion thereof) requested to be an amount equal redeemed by the Member, subject to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually conditions and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii)limitations set forth herein.
(c) The Company shall attempt to redeem Units on a quarterly basis. Redemptions (or partial redemptions), if any, shall be paid at the end of the calendar quarter following the quarter in which the Redemption Request is received by the Company. Units redeemed by the Company pursuant to this Article 8 shall be promptly canceled.
(d) The purchase price for redeemed Units shall be equal to:
(i) For redemptions beginning after one year (but before two years) following the date of acquisition of the redeemed Units, 92% of the actual purchase price for the Units paid by the redeeming Member or its duly authorized representative 92% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(ii) For redemptions beginning after two years (but before three years) following the date of acquisition of the redeemed Units, 94% of the actual purchase price for the Units paid by the redeeming Member or 94% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(iii) For redemptions beginning after three years (but before four years) following the date of acquisition of the redeemed Units, 96% of the actual purchase price for the Units paid by the redeeming Member or 96% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(iv) For redemptions beginning after four years (but before five years) following the date of acquisition of the redeemed Units, 98% of the actual purchase price for the Units paid by the redeeming Member or 98% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(v) For redemptions beginning after five years following the date of acquisition of the redeemed Units, 100% of the actual purchase price for the redeemed Units or 100% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less. Notwithstanding the foregoing, with respect to any Redemption Request, the maximum number of Units which may be redeemed per quarter shall not exceed the greater of (i) 100,000 Units, or (ii) 25% of the Member’s total outstanding Units. For Redemption Requests that require more than one quarter to fully redeem, redemption payments will be made at the end of each calendar quarter. Except as set forth below, the percentage discount amount that applies when the redemption payments begin will continue to apply throughout the entire redemption period and will apply to all Units covered by such Redemption Request regardless of when the final redemption payment is made. DRIP Units shall be entitled subject to receive the payment same holding period and redemption values applicable to the original purchased Units with respect to which the Company distributed the Cash Available for Redeemable Units at Distribution that was used to purchase those DRIP Units. If redemption payments are delayed because the place Company suspends all redemptions, then when such delayed payments recommence, the percentage discount amount applied to the remaining payments will be determined as of payment specified the recommencement date.
(e) A portion of the early withdrawal penalty payments shall be applied toward the next installments of principal under the Formation Loans owed to the Company by Redwood Mortgage Corp., thereby reducing the amount owed to the Company from Redwood Mortgage Corp. Such portion will be determined by the ratio between the amounts or initial amounts of the Formation Loans and the total amount of the Organization and Offering Expenses incurred by the Company in the notice Offering of redemption Units, and the balance will be applied to increase other Members’ capital.
(f) Notwithstanding the foregoing, the Company will not, (i) in the case of uncertificated Redeemable Unitsany calendar year, on the redemption date redeem more than 5%, or (ii) in the case of Redeemable Units evidenced by Certificatesany calendar quarter, upon surrender, on the redemption date or thereafter, by or on behalf of the Memberredeem more than 1.25%, of the Certificates evidencing weighted average number of Units outstanding during the Redeemable Unitstwelve (12) month period immediately prior to the date of the redemption. In addition, duly endorsed the Managers may, in blank their sole discretion, further limit the percentage of the total Members’ Units that may be redeemed or accompanied may adjust the timing of scheduled redemptions (including deferring withdrawals indefinitely), to the extent that such redemption would cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or any Treasury Regulations promulgated thereunder (determined without reference to Code Section 469(i)). In the event that Redemption Requests in excess of the foregoing limitations are received by an assignment duly executed the Managers, such Redemption Requests will be honored in blankthe following order of priority: (1) first, to redemptions upon the death of a Member; and (2) next, to other Redemption Requests until all other requests for redemption have been met. All Redemption Requests shall be honored on a pro rata basis, based on the amount of Redemption Requests received in the preceding quarter plus unfulfilled Redemption Requests that the Company was unable to honor in prior quarter(s).
(dg) Unfulfilled Redemption Requests carried over from a prior quarter shall not receive priority over Redemption Requests received by the Managers in the current quarter.
(h) In the event that a Member has an unfulfilled Redemption Request, the Member may withdraw such Redemption Request at any time by sending a written notice of withdrawal to the Company. If the Company receives the notice of withdrawal on a date that is less than thirty (30) days prior to the next scheduled redemption payment, then that payment shall be made but all subsequent payments to the Member shall cease. If the Company receives the notice of withdrawal on a date that is more than thirty (30) days prior to the next scheduled redemption payment, then all redemption payments to such Member shall cease.
(i) After withdrawing a pending Redemption Request in accordance with subsection (h) above, the withdrawing Member may thereafter submit another Redemption Request to the Company at a later date. The purchase price for the redeemed Units covered by such later Redemption Request shall be determined based on the date redemptions commence pursuant to the later Redemption Request, and accordingly, may have a lower penalty than what was applied to the initial Redemption Request.
(j) Payments to redeeming Members shall at all times be subject to the availability of sufficient cash flow generated in the ordinary course of the Company’s business, and the Company shall not be required to liquidate outstanding Loans prior to their maturity dates for the purposes of meeting the Redemption Requests of Members. For this purpose, cash flow shall be considered to be available only after all current Company expenses have been paid (including compensation to the Managers and their Affiliates), adequate provision has been made for payment of the Company’s current and future debt, and adequate provision has been made for the payment of all monthly cash distributions to Members who do not reinvest distributions pursuant to the Distribution Reinvestment Plan.
(k) The Managers shall have the right, in their sole discretion, at any time and from time to time, (i) to reject any Redemption Request or to suspend or terminate the acceptance of new Redemption Requests without prior notice, or (ii) to terminate, suspend and/or amend the Unit redemption dateprogram. Without limiting the generality of the foregoing, Redeemable the Managers may choose to terminate or suspend the Unit redemption program in the event the Managers determine, in their sole discretion, that (i) the Company has insufficient available cash flow, in accordance with subsection (j) above or (ii) such termination or suspension would otherwise be in the best interests of the Company. In addition, the Managers may, at any time and without prior notice, reduce the number of Units purchased under the Unit redemption program if the Managers determine, in their sole discretion, that the funds otherwise available to fund the Unit redemption program are needed for other Company purposes. The Unit redemption program shall no longer constitute Outstanding also terminate upon any dissolution of the Company, in which event all distributions shall thereafter be made only in accordance with Article 10 below. The foregoing limitations shall apply to all redemptions, including redemptions upon the death of a Member. In the event that the Company shall terminate, suspend or amend its Unit redemption program, the Company shall send to the Members written notice of such termination, suspension or amendment at least 30 days prior to the effective date of the termination, suspension or amendment; provided, however, the Company may suspend or terminate the acceptance of new Redemption Requests at any time without prior notice, and the Company may reduce the number of Units purchased under the Unit redemption program at any time without prior notice. In addition, the Managers may, in their sole discretion, waive any applicable holding periods or penalties in the event of the death of a Member or other exigent circumstances or if the Managers believe such waiver is in the best interests of the Company.
(l) The Company shall not be required to establish a reserve from which to fund redemptions of Units.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Redwood Mortgage Investors IX), Limited Liability Company Operating Agreement (Redwood Mortgage Investors IX)
Redemption of Units. Any 24.1 The Trustee shall at any time during the life of the Trust authorize redemption of Units out of the Trust Property through the duly authorized Distribution Company.
24.2 Application for redemption of Units shall be made by completing the prescribed application form for redemption and submitting it at the authorised branch or office of the Distribution Company. Application for redemption shall be retained by the Distribution Company permitted under Article III shall and a copy may be conducted in accordance with this Section 3.13.
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption supplied to the Member at its last address designated on the records of the Company or the Transfer Agent, if so required by registered or certified mailthe Management Company. No person shall be entitled to redeem only part of the Unit comprised in a Certificate, postage prepaidhowever, or overnight courier in case where a Certificate is not issued any number of national reputationUnits may be redeemed by the Unit Holder thereof. The notice application for redemption of Units shall be deemed to have been given when so mailed. The notice shall specify accompanied by the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (orrelevant Certificate, if later issued, duly endorsed on the reverse. In case of applications for redemption by joint Unit Holders such application should be signed and endorsement on Certificates made, by all joint Unit Holders or as per their instructions earlier mentioned in Account Opening Form.
24.3 The Trustee at its own discretion dispense with the production of any Certificate that shall have become lost, stolen or destroyed upon compliance by the Unit Holder with the like requirements to those arising in the case of Redeemable any application by him for the replacement thereof.
24.4 The price at which Units evidenced shall be redeemed shall be the Redemption Price fixed by Certificatesthe Management Company. The Redemption Price shall be announced by the Management Company on a daily basis, upon surrender as may be decided by the Management Company and as specified by the Rules
24.5 The amount payable on redemption shall be paid to the Unit Holder or in the case of joint Unit Holders, the first named joint Unit Holder by crossed cheque or direct transfer to his designated Bank account or any other mode after receipt of a properly documented request for redemption of the Certificates evidencing such Redeemable Units) and Units in terms of this Deed, provided that on and after redemption is not suspended in terms of this Deed.
24.6 The receipt of the date fixed Unit Holder for redemption no further allocations or distributions to which the Member would otherwise be entitled any moneys payable in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal a good discharge to the Current Market Price Trustee and if several persons are registered as joint Unit Holders at the option of the Unit Holders whether all joint Unit Holders, first named joint Unit Holder or either or survivor may give effectual receipt for any such moneys.
24.7 Application for Redemption will be received at the authorised offices or branches of the Distribution Company on all Subscription Days. Payments of Units so redeemed shall be made within Six (6) working Days of the date of determination receipt of which shall be such application. In the date fixed for redemptionevent redemption requests on any one Subscription Day exceed ten percent (10%) of Units of the class to be so redeemed multiplied by the total number of Units outstanding for the time being, the Management Company may invoke the queue system whereby requests for redemption shall be processed on a first come first served basis as per clause 25.2.
24.8 The Distribution Company shall verify the particulars given in the application for redemption of each such class included among the Redeemable Units, net Units and documents submitted therewith. The signature of any costs Unit Holder or expenses incurred joint Unit Holder to any document required to be signed by the Company him under or in connection with such redemption. Subject the application for redemption of Units may be verified by a banker or Broker or other responsible person or otherwise authenticated to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii)their reasonable satisfaction.
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 2 contracts
Samples: Trust Deed, Trust Deed
Redemption of Units. Any redemption On the Initial Closing Date (as defined below), and subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Holder, up to 2,500,000 Common Units (the “Initial Redemption Units”) from the Holder, a price per unit of Units $35.906 (the “Redemption Price”), which is equal to the net proceeds per unit received by the Company permitted under Article III shall be conducted Partnership in accordance with this Section 3.13.
the Public Offering, after underwriting discounts and commissions, but before expenses (a) The Company shallthe “Initial Redemption”), not later than 30 days before In addition, upon the date fixed for redemptionAdditional Closing Date (as defined below), give notice of redemption and subject to the Member at its last address designated terms and conditions and in reliance on the records representations and warranties herein Set forth, the Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the Holder, at the Redemption Price, a number of Common Units (the Company or “Additional Redemption Units” and, together with the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Initial Redemption Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable “Redemption Units”) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price number of Option Units purchased: from the Partnership by the Underwriters (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii“Additional Redemption”).
1.1 The closings of the Initial Redemption and the Additional Redemption shall take place at such places and such times so as to coincide with the Underwriters’ purchase of Primary Units (cthe “Initial Closing Date”) The Member or its duly authorized representative shall be entitled to receive and Option Units (the payment for Redeemable Units at “Additional Closing Date”) from the place of payment specified Partnership in the notice Public Offering.
1.2 At each closing, the Holder shall assign and transfer to the Partnership all its right, title and interest in and to the Redemption Units free and clear of redemption (i) in all liens or other limitations or restrictions and deliver to the case of uncertificated Redeemable Units, on Partnership the redemption date certificate or (ii) in certificates representing the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Redemption Units, duly endorsed in blank or accompanied by an assignment duly executed in blankseparate stock powers so endorsed. The Holder shall execute the certificate of transfer on the back of the certificate or certificates representing the Redemption Units.
1.3 The Partnership shall pay the aggregate Redemption Price for the Initial Redemption and the Additional Redemption, as applicable, on the Initial Closing Date and the Additional Closing Date, as applicable, without deduction, by wire transfer of immediately available funds to an account of the Holder (dthe number for which account shall have been furnished to the Partnership at least one business day prior to the Initial Closing Date and the Additional Closing Date, as applicable).
1.4 The Partnership hereby acknowledges and agrees that, by executing and delivering this Agreement and consummating the transactions contemplated hereby, the Holder is not waiving, in whole or in part, any registration rights it has pursuant to Section 7.12 of the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of July 20, 2004 (the “Partnership Agreement”) After with respect to (i) any Units subject to Agreement that are not redeemed pursuant to this Agreement or (ii) any other Common Units owned by the redemption dateHolder that are not Redemption Units subject to this Agreement, Redeemable including but not limited to the Holder’s right, as exercised by a registration request, to cause the Partnership to effect the registration under the Securities Act of all Common Units owned by the Holder pursuant to the terms and conditions of the Partnership Agreement.
1.5 The Partnership and the Holder intend, for federal income tax purposes, that the transfer by the Partnership to the Holder of the aggregate Redemption Price for the Initial Redemption and the Additional Redemption shall no longer constitute Outstanding Unitsnot be treated as part of a sale of property by the Holder to the Partnership or a sale of a partnership interest by the Holder; rather, the transfer shall be treated as a reimbursement for capital expenditures incurred by the Holder with respect to Partnership property contributed by the Holder to the Partnership during the two year period preceding the initial formation of the Partnership.
Appears in 2 contracts
Samples: Common Unit Redemption Agreement, Common Unit Redemption Agreement (Sunoco Logistics Partners Lp)
Redemption of Units. Any redemption of Units by the Company permitted under Article III shall be conducted in accordance with this Section 3.13.
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in In connection with such redemption. Subject to a PubCo Approved Change of Control, PubCo shall have the Delaware Actright, the redemption price shall be paid, as determined by the Company in its sole discretion, to require each Member (other than PubCo) to effect a Redemption of all of such Member’s Units (together with the corresponding number of Class V Shares, as applicable) in exchange for a number of Class A Shares equal to the number of Units being so redeemed; provided, however, that if any Member owns more than 10% of the total number of outstanding Units at the time of a PubCo Approved Change of Control, PubCo shall use commercially reasonable efforts to consult and cooperate with such Member to structure such Redemption in a tax efficient manner mutually agreeable to such Member and PubCo. Any Redemption pursuant to this Section 3.6 shall be effective immediately prior to and conditioned upon the consummation of the PubCo Approved Change of Control (the “Change of Control Exchange Date”). From and after the Change of Control Exchange Date, (i) in cash, the Units and Class V Shares subject to such Redemption shall be deemed to be transferred to PubCo on the Change of Control Exchange Date and (ii) by delivery such Member shall cease to have any rights with respect to the Units and Class V Shares subject to such Redemption (other than the right to receive Class A Shares pursuant to such Redemption). PubCo shall provide written notice of a promissory note an expected PubCo Approved Change of Control to all Members within the earlier of (x) 5 Business Days following the execution of the Company agreement with respect to such PubCo Approved Change of Control and (y) 10 Business Days before the proposed date upon which the contemplated PubCo Approved Change of Control is to be effected, indicating in such notice such information as may reasonably describe the PubCo Approved Change of Control transaction, subject to applicable Law, including the date of execution of such agreement or such proposed effective date, as applicable, the amount and types of consideration to be paid for Class A Shares in the principal amount PubCo Approved Change of the redemption priceControl, bearing interest at the rate any election with respect to types of 8% annually and payable in three equal annual installments consideration that a holder of principal together with accrued interestClass A Shares, the first such installment commencing one year after the redemption date (oras applicable, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive make in connection with such PubCo Approved Change of Control, and the payment number of Units (and the corresponding Class V Shares) held by such Member that PubCo intends to require to be subject to such Redemption. Following delivery of such notice and on or prior to the Change of Control Exchange Date, the Members shall take all actions reasonably requested by PubCo to effect such Redemption, including taking any action and delivering any document required pursuant to the remainder of this Section 3.6 to effect a Redemption. Nothing contained in this Section 3.6 shall limit the right of any Member to vote for Redeemable Units at the place or participate in any proposed Change of payment specified in the notice Control of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the PubCo with respect to such Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank’s Class V Shares.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Hagerty, Inc.), Limited Liability Company Agreement (Hagerty, Inc.)
Redemption of Units. Any (1) Subject to Section 11.3(d) and the further provisions of this Section 4.2(e), and except as otherwise set forth in an exhibit hereto setting forth rights, preferences and obligations with respect to any particular class or series of Membership Units issued after the date hereof, each Non-Managing Member shall have the right (i) on or after the date twelve (12) months after the Effective Date, with respect to the Membership Units acquired on or contemporaneously with the Effective Date, or (ii) on or after such other date as expressly provided in any agreement entered into between the Company and any Non-Managing Member, including the Structuring and Contribution Agreement, to require the Company to redeem (the “Redemption Right”) on a Specified Redemption Date all or a portion of the Membership Units held by such Non-Managing Member at a redemption price equal to and in the form of Units the Cash Amount to be paid by the Company permitted under Article III Company. The Redemption Right shall be conducted exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Managing Member) by the Non- Managing Member who is exercising the Redemption Right (the “Redeeming Member”); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Managing Member elects to purchase the Membership Units subject to the Notice of Redemption (the “Tendered Units”); provided, further, that in accordance with this the event the Managing Member issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the “Common Share Rights”) then (except to the extent such rights have already been reflected in an adjustment to the Unit Adjustment Factor as provided in Section 3.134.2(e)(2) below) the Redeeming Member shall also be entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. A Non-Managing Member may not exercise the Redemption Right for less than ten thousand (10,000) Membership Units or, if such Non-Managing Member holds less than ten thousand (10,000) Membership Units, all of the Membership Units held by such Non-Managing Member.
(a2) The Company shallNotwithstanding the provisions of Section 4.2(e)(1), not later than 30 days before a Non-Managing Member that exercises the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice Redemption Right shall be deemed to have been given when offered to sell the Membership Units described in the Notice of Redemption to the Managing Member, and the Managing Member may, in its sole and absolute discretion, elect to assume directly and satisfy a Redemption Right, and acquire some or all of such Membership Units by paying to the Redeeming Member either the Cash Amount, or the Shares Amount, as elected by the Managing Member (in its sole and absolute discretion), on the Specified Redemption Date, whereupon the Managing Member shall acquire the Membership Units offered for redemption by the Redeeming Member. If the Managing Member shall elect to exercise its right to purchase Membership Units under this Section 4.2(e)(2) with respect to a Notice of Redemption, it shall so mailednotify the Redeeming Member promptly after the receipt by the Company of such Notice of Redemption. In the event the Managing Member shall exercise its right to purchase Membership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 4.2(e)(2), the Company shall have no obligation to pay any amount to the Redeeming Member with respect to Redeeming Member’s exercise of Redemption Right, and each of the Redeeming Member, the Company and the Managing Member shall treat the transaction between the Managing Member and the Redeeming Member for federal income tax purposes as a sale of the Redeeming Member’s Membership Units to the Managing Member.
(3) In the event of any change in the Unit Adjustment Factor, the number of Membership Units held by each Member shall be proportionately adjusted by multiplying the number of Membership Units held by such Member immediately prior to the change in the Unit Adjustment Factor by the new Unit Adjustment Factor; the intent of this provision is that one Membership Unit remains equivalent in value to one Common Share without dilution (including any securities for which Shares are exchanged in a transaction contemplated by Section 11.2(c)). In the event the Managing Member issues any Common Shares in exchange for Membership Units pursuant to this Section 4.2(e), any such Membership Units so acquired by the Managing Member shall immediately thereafter be canceled by the Company and the Company shall issue to the Managing Member new Membership Units pursuant to Section 4.2(c) hereof. Each Redeeming Member agrees to execute such documents as the Managing Member may reasonably require in connection with the issuance of Common Shares upon exercise of the Redemption Right.
(4) The notice Shares Amount, if applicable, shall specify be delivered as duly authorized, validly issued, fully paid and nonassessable Common Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Redeemable Charter, the Bylaws of the Managing Member, the Securities Act of 1933, as amended (the “Securities Act”), relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such Common Shares entered into by the Redeeming Member. Notwithstanding any delay in such delivery (but subject to Section 4.2(e)(6)), the Redeeming Member shall be deemed the owner of such Common Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the Common Shares for which the Membership Units might be exchanged shall also bear a legend which generally provides the following:
(5) Each Non-Managing Member covenants and agrees with the Managing Member that all Tendered Units shall be delivered to the Managing Member free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the date fixed for redemptionManaging Member shall be under no obligation to acquire the same. Each Non-Managing Member further agrees that, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case event any state or local property transfer tax is payable solely with respect to its Tendered Units transferred to the Managing Member (or its designee), such Non-Managing Member shall assume and pay such transfer tax.
(6) Notwithstanding the provisions of Redeemable Units evidenced Section 4.2(e) or any other provision of this Agreement, a Member (i) shall not be entitled to effect a Redemption for cash or an exchange for Common Shares to the extent the ownership or right to acquire Common Shares pursuant to such exchange by Certificates, upon surrender such Member on the Specified Redemption Date could cause such Member or any other Person to violate the restrictions on ownership and transfer of Common Shares set forth in the Certificates evidencing such Redeemable UnitsCharter and (ii) and that on and after the date fixed for redemption shall have no further allocations or distributions rights under this Agreement to acquire Common Shares which the Member would otherwise be entitled prohibited under the Charter. To the extent any attempted redemption or exchange for Common Shares would be in respect violation of this Section 4.2(e)(6), it shall be null and void ab initio and such Member shall not acquire any rights or economic interest in the Redeemable Units will accrue cash otherwise payable upon such redemption or be madethe Common Shares otherwise issuable upon such exchange.
(b7) The aggregate redemption price for Redeemable Units shall be an amount equal Notwithstanding anything herein to the Current Market Price contrary (the date of determination of which shall be the date fixed but subject to Section 4.2(e)(6)), with respect to any redemption or exchange for redemption) of Units of the class Common Shares pursuant to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, this Section 4.2(e):
(i) in cashAll Membership Units acquired by the Managing Member pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Managing Member Interests comprised of the same number and class of Membership Units.
(ii) by delivery The consummation of a promissory note any redemption or exchange for Common Shares shall be subject to the expiration or termination of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (orapplicable waiting period, if later in any, under the case Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Redeemable Units evidenced by Certificates1976, upon surrender of the Certificates evidencing such Redeemable Units) or as amended.
(iii) Each Redeeming Member shall continue to own all Membership Units subject to any redemption or exchange for Common Shares, and be treated as a combination Non-Managing Member with respect to such Membership Units for all purposes of cash and this Agreement, until the Specified Redemption Date. Until a promissory note having Specified Redemption Date, the terms described in clause (ii).
(c) The Redeeming Member or its duly authorized representative shall have no rights as a stockholder of the Managing Member with respect to such Redeeming Member’s Membership Units, except as may be entitled to receive the payment for Redeemable Units at the place of payment specified provided in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blankInvestors Agreement.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.)
Redemption of Units. Any redemption No Member shall have the right to redeem its Units, withdraw from the Company or otherwise obtain the return of all or any portion of his Capital Account balance for a period of one year after such Member’s initial purchase of Units, except in the event of the Member’s death within the first year of his or her purchase of Units. Redemptions of Units by after a minimum one year holding period and before the Company permitted under Article III five year holding period as set forth below shall be conducted permitted in accordance with this Section 3.13.Article 8. The Managers shall have the right, in their sole discretion, to redeem the Units of any Member who holds less than 2,000 Units. No penalty will be assessed in connection with such redemption of less than 2,000 Units by the Managers. Additionally, as set forth below there shall be a limited right of withdrawal upon the death of a Member. A Member may redeem its Units upon the following terms:
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption A Member wishing to have his Units redeemed must mail or deliver a written request (a “Redemption Request”) to the Member at its last address designated on Company (executed by the records of the Company trustee or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later authorized agent in the case of Redeemable Retirement Plans) in substantially the form of Exhibit A attached hereto indicating the number of Units evidenced that such Member wishes to be redeemed. A Member may request that fewer than all of such Member’s Units be redeemed. In connection with a Redemption Request, a Member shall provide such information and documents as may be reasonably requested by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be madeManagers.
(b) The aggregate redemption price for Redeemable In the event that the Managers decide to honor a Redemption Request, they will cause the Company to redeem all the Units shall (or portion thereof) requested to be an amount equal redeemed by the Member, subject to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually conditions and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii)limitations set forth herein.
(c) The Company shall attempt to redeem Units on a quarterly basis. Redemptions (or partial redemptions), if any, shall be paid at the end of the calendar quarter following the quarter in which the Redemption Request is received by the Company. Units redeemed by the Company pursuant to this Article 8 shall be promptly canceled.
(d) The purchase price for redeemed Units shall be equal to:
(i) For redemptions beginning after one year (but before two years) following the date of acquisition of the redeemed Units, 92% of the actual purchase price for the Units paid by the redeeming Member or its duly authorized representative 92% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(ii) For redemptions beginning after two years (but before three years) following the date of acquisition of the redeemed Units, 94% of the actual purchase price for the Units paid by the redeeming Member or 94% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(iii) For redemptions beginning after three year (but before four years) following the date of acquisition of the redeemed Units, 96% of the actual purchase price for the Units paid by the redeeming Member or 96% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(iv) For redemptions beginning after four years (but before five years) following the date of acquisition of the redeemed Units, 98% of the actual purchase price for the Units paid by the redeeming Member or 98% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(v) For redemptions beginning after five years following the date of acquisition of the redeemed Units, 100% of the actual purchase price for the redeemed Units or 100% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less. Notwithstanding the foregoing, with respect to any Redemption Request, the maximum number of Units which may be redeemed per quarter shall not exceed the greater of (i) 100,000 Units, or (ii) 25% of the Member’s total outstanding Units. For Redemption Requests that require more than one quarter to fully redeem, redemption payments will be made at the end of each calendar quarter. The percentage discount amount that applies when the redemption payments begin will continue to apply throughout the entire redemption period and will apply to all Units covered by such Redemption Request regardless of when the final redemption payment is made. Units purchased through the Company’s Distribution Reinvestment Program shall be entitled subject to receive the payment for Redeemable Units at same holding period and redemption values applicable to original purchases of Units.
(e) A portion of the place early withdrawal penalty payments shall be applied toward the next installment(s) of payment specified principal under the Formation Loan owed to the Company by Redwood Mortgage Corp., thereby reducing the amount owed to the Company from Redwood Mortgage Corp. Such portion will be determined by the ratio between the initial amount of the Formation Loan and the total amount of the offering costs incurred by the Company in the notice Offering of Units. Once offering expenses are repaid, early redemption penalties will be applied to the Formation Loan, and then the Company’s own account.
(f) Notwithstanding the foregoing, the Company will not, (i) in the case of uncertificated Redeemable Unitsany calendar year, on the redemption date redeem more than 5%, or (ii) in the case of Redeemable Units evidenced by Certificatesany calendar quarter, upon surrender, on the redemption date or thereafter, by or on behalf of the Memberredeem more than 1.25%, of the Certificates evidencing weighted average number of Units outstanding during the Redeemable Unitstwelve (12) month period immediately prior to the date of the redemption. In addition, duly endorsed the Managers may, in blank their sole discretion, further limit the percentage of the total Members’ Units that may be redeemed or accompanied may adjust the timing of scheduled redemptions (including deferring withdrawals indefinitely), to the extent that such redemption would cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or any Treasury Regulations promulgated thereunder (determined without reference to Code Section 469(i)). In the event that Redemption Requests in excess of the foregoing limitations are received by an assignment duly executed the Managers, such Redemption Requests will be honored in blankthe following order of priority: (1) first, to redemptions upon the death of a Member; and (2) next, to other Redemption Requests until all other requests for redemption have been met. All Redemption Requests shall be honored on a pro rata basis, based on the amount of Redemption Requests received in the preceding quarter plus unfulfilled Redemption Requests that the Company was unable to honor in prior quarter(s).
(dg) Unfulfilled Redemption Requests carried over from a prior quarter shall not receive priority over Redemption Requests received by the Managers in the current quarter.
(h) In the event that a Member has an unfulfilled Redemption Request, the Member may withdraw such Redemption Request at any time by sending a written notice of withdrawal to the Company. If the Company receives the notice of withdrawal on a date that is less than thirty (30) days prior to the next scheduled redemption payment, then that payment shall be made but all subsequent payments to the Member shall cease. If the Company receives the notice of withdrawal on a date that is more than thirty (30) days prior to the next scheduled redemption payment, then all redemption payments to such Member shall cease.
(i) After withdrawing a pending Redemption Request in accordance with subsection (h) above, the withdrawing Member may thereafter submit another Redemption Request to the Company at a later date. The purchase price for the redeemed Units covered by such later Redemption Request shall be determined based on the date of the later Redemption Request, and accordingly, may have a lower penalty than what was applied to the initial Redemption Request.
(j) Payments to redeeming Members shall at all times be subject to the availability of sufficient cash flow generated in the ordinary course of the Company’s business, and the Company shall not be required to liquidate outstanding Loans prior to their maturity dates for the purposes of meeting the Redemption Requests of Members. For this purpose, cash flow shall be considered to be available only after all current Company expenses have been paid (including compensation to the Managers and their Affiliates), adequate provision has been made for payment of the Company’s current and future debt, and adequate provision has been made for the payment of all monthly cash distributions to Members who do not reinvest distributions pursuant to the Distribution Reinvestment Plan.
(k) The Managers shall have the right, in their sole discretion, at any time and from time to time, (i) to reject any Redemption Request or to suspend or terminate the acceptance of new Redemption Requests without prior notice, or (ii) to terminate, suspend and/or amend the unit redemption dateprogram. Without limiting the generality of the foregoing, Redeemable the Managers may choose to terminate or suspend the unit redemption program in the event the Managers determine, in their sole discretion, that (i) the Company has insufficient available cash flow, in accordance with subsection (j) above or (ii) such termination or suspension would otherwise be in the best interests of the Company. In addition, the Managers may, at any time and without prior notice, reduce the number of Units purchased under the unit redemption program if the Managers determine, in their sole discretion, that the funds otherwise available to fund the unit redemption program are needed for other Company purposes. The foregoing limitations shall no longer constitute Outstanding Unitsapply to all redemptions, including redemptions upon the death of a Member. In the event that the Company shall terminate, suspend or amend its Unit redemption program, the Company shall send to the Members written notice of such termination, suspension or amendment at least 30 days prior to the effective date of the termination, suspension or amendment; provided, however, the Company may suspend or terminate the acceptance of new Redemption Requests at any time without prior notice, and the Company may reduce the number of Units purchased under the unit redemption program at any time without prior notice. In addition, the Managers may, in their sole discretion, waive any applicable holding periods or penalties in the event of the death of a Member or other exigent circumstances or if the Managers believe such waiver is in the best interests of the Company.
(l) The Company shall not be required to establish a reserve from which to fund redemptions.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Redwood Mortgage Investors IX), Limited Liability Company Operating Agreement (Redwood Mortgage Investors IX)
Redemption of Units. Any (1) Subject to Section 11.3(d) and the further provisions of this Section 4.2(e), and except as otherwise set forth in an exhibit hereto setting forth rights, preferences and obligations with respect to any particular class or series of Membership Units issued after the date hereof, each Non-Managing Member shall have the right (i) on or after the date twelve (12) months after the Effective Date, with respect to the Membership Units acquired on or contemporaneously with the Effective Date, or (ii) on or after such other date as expressly provided in any agreement entered into between the Company and any Non-Managing Member, including the Formation and Structuring Agreement, to require the Company to redeem (the “Redemption Right”) on a Specified Redemption Date all or a portion of the Membership Units held by such Non-Managing Member at a redemption price equal to and in the form of Units the Cash Amount to be paid by the Company permitted under Article III Company. The Redemption Right shall be conducted exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Managing Member) by the Non-Managing Member who is exercising the Redemption Right (the “Redeeming Member”); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Managing Member elects to purchase the Membership Units subject to the Notice of Redemption (the “Tendered Units”); provided, further, that in accordance with this the event the Managing Member issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the “Common Share Rights”) then (except to the extent such rights have already been reflected in an adjustment to the Unit Adjustment Factor as provided in Section 3.134.2(e)(2) below) the Redeeming Member shall also be entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. A Non-Managing Member may not exercise the Redemption Right for less than ten thousand (10,000) Membership Units or, if such Non-Managing Member holds less than ten thousand (10,000) Membership Units, all of the Membership Units held by such Non-Managing Member.
(a2) The Company shallNotwithstanding the provisions of Section 4.2(e)(1), not later than 30 days before a Non-Managing Member that exercises the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice Redemption Right shall be deemed to have been given when offered to sell the Membership Units described in the Notice of Redemption to the Managing Member, and the Managing Member may, in its sole and absolute discretion, elect to assume directly and satisfy a Redemption Right, and acquire some or all of such Membership Units by paying to the Redeeming Member either the Cash Amount, or the Shares Amount, as elected by the Managing Member (in its sole and absolute discretion), on the Specified Redemption Date, whereupon the Managing Member shall acquire the Membership Units offered for redemption by the Redeeming Member. If the Managing Member shall elect to exercise its right to purchase Membership Units under this Section 4.2(e)(2) with respect to a Notice of Redemption, it shall so mailednotify the Redeeming Member promptly after the receipt by the Company of such Notice of Redemption. In the event the Managing Member shall exercise its right to purchase Membership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 4.2(e)(2), the Company shall have no obligation to pay any amount to the Redeeming Member with respect to Redeeming Member’s exercise of the Redemption Right, and each of the Redeeming Member, the Company and the Managing Member shall treat the transaction between the Managing Member and the Redeeming Member for federal income tax purposes as a sale of the Redeeming Member’s Membership Units to the Managing Member.
(3) In the event of any change in the Unit Adjustment Factor, the number of Membership Units held by each Member shall be proportionately adjusted by multiplying the number of Membership Units held by such Member immediately prior to the change in the Unit Adjustment Factor by the new Unit Adjustment Factor; the intent of this provision is that one Membership Unit remains equivalent in value to one Common Share without dilution (including any securities for which Shares are exchanged in a transaction contemplated by Section 11.2(c)). In the event the Managing Member issues any Common Shares in exchange for Membership Units pursuant to this Section 4.2(e), any such Membership Units so acquired by the Managing Member shall immediately thereafter be canceled by the Company and the Company shall issue to the Managing Member new Membership Units pursuant to Section 4.2(c) hereof. Each Redeeming Member agrees to execute such documents as the Managing Member may reasonably require in connection with the issuance of Common Shares upon exercise of the Redemption Right.
(4) The notice Shares Amount, if applicable, shall specify be delivered as duly authorized, validly issued, fully paid and nonassessable Common Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Redeemable Charter, the Bylaws of the Managing Member, the Securities Act of 1933, as amended (the “Securities Act”), relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such Common Shares entered into by the Redeeming Member. Notwithstanding any delay in such delivery (but subject to Section 4.2(e)(6)), the Redeeming Member shall be deemed the owner of such Common Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date.
(5) Each Non-Managing Member covenants and agrees with the Managing Member that all Tendered Units shall be delivered to the Managing Member free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the date fixed for redemptionManaging Member shall be under no obligation to acquire the same. Each Non-Managing Member further agrees that, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case event any state or local property transfer tax is payable solely with respect to its Tendered Units transferred to the Managing Member (or its designee), such Non-Managing Member shall assume and pay such transfer tax.
(6) Notwithstanding the provisions of Redeemable Units evidenced Section 4.2(e) or any other provision of this Agreement, a Member (i) shall not be entitled to effect a Redemption for cash or an exchange for Common Shares to the extent the ownership or right to acquire Common Shares pursuant to such exchange by Certificates, upon surrender such Member on the Specified Redemption Date could cause such Member or any other Person to violate the restrictions on ownership and transfer of Common Shares set forth in the Certificates evidencing such Redeemable UnitsCharter and (ii) and that on and after the date fixed for redemption shall have no further allocations or distributions rights under this Agreement to acquire Common Shares which the Member would otherwise be entitled prohibited under the Charter. To the extent any attempted redemption or exchange for Common Shares would be in respect violation of this Section 4.2(e)(6), it shall be null and void ab initio and such Member shall not acquire any rights or economic interest in the Redeemable Units will accrue cash otherwise payable upon such redemption or be madethe Common Shares otherwise issuable upon such exchange.
(b7) The aggregate redemption price for Redeemable Units shall be an amount equal Notwithstanding anything herein to the Current Market Price contrary (the date of determination of which shall be the date fixed but subject to Section 4.2(e)(6)), with respect to any redemption or exchange for redemption) of Units of the class Common Shares pursuant to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, this Section 4.2(e):
(i) in cashAll Membership Units acquired by the Managing Member pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Managing Member Interests comprised of the same number and class of Membership Units.
(ii) by delivery The consummation of a promissory note any redemption or exchange for Common Shares shall be subject to the expiration or termination of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (orapplicable waiting period, if later in any, under the case Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Redeemable Units evidenced by Certificates1976, upon surrender of the Certificates evidencing such Redeemable Units) or as amended.
(iii) Each Redeeming Member shall continue to own all Membership Units subject to any redemption or exchange for Common Shares, and be treated as a combination Non-Managing Member with respect to such Membership Units for all purposes of cash and this Agreement, until the Specified Redemption Date. Until a promissory note having Specified Redemption Date, the terms described in clause (ii).
(c) The Redeeming Member or its duly authorized representative shall have no rights as a stockholder of the Managing Member with respect to such Redeeming Member’s Membership Units, except as may be entitled to receive the payment for Redeemable Units at the place of payment specified provided in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blankInvestors Agreement.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Morgans Hotel Group Co.)
Redemption of Units. Any redemption (a) Each Member other than any member of the Corporation Group shall be entitled to cause the Company to redeem (a “Redemption”) all or a portion of such Member’s Units (such Member a “Redeeming Member”) from time to time following the Lock-Up Period, on the Redemption Date, as determined by the Company permitted under Article III shall be conducted Company, together with an equal number of shares of Class B Common Stock, in exchange for shares of Class A Common Stock or, at the Company’s election, cash in accordance with Section 11.01(e) (referred to herein as the “Redemption Right”), upon the terms and subject to the conditions set forth in this Section 3.13.11.01 and subject to the Corporation’s (or such designated member(s) of the Corporation Group’s) Call Right as set forth in Section 11.01(m). In order to exercise its Redemption Right, each Redeeming Member shall provide written notice in a reasonable form as the Company may provide from time to time (the “Redemption Notice”) to the Company and the Corporation at least 5 business days prior to the Redemption Date (the date of the delivery of such Redemption Notice, the “Redemption Notice Date”), stating that the Redeeming Member elects to have redeemed on the next Redemption Date a stated number of Units (the “Redeemed Units”), together with an equal number shares of Class B Common Stock. The Redemption shall be completed on the Redemption Date; provided that the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that a Redemption Notice may be conditioned on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice or has delayed a Redemption as provided in Section 11.01(b) or the Corporation has elected to effect a Call Right as provided in Section 11.01(m), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date)
(ai) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption Redeeming Member shall transfer and surrender the Redeemed Units to the Member at its last address designated on Company and a corresponding number of shares of Class B Common Stock to the records Corporation, in each case free and clear of all liens and encumbrances, (ii) the Company or shall (x) cancel the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Redeemed Units, (y) transfer to the date fixed Redeeming Member the consideration to which the Redeemed Member is entitled, and (z) if the Units are certificated, issue to the Redeeming Member a certificate for redemption, a number of Units equal to the place difference (if any) between the number of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender the certificate surrendered by the Redeeming Member pursuant to clause (i) of the Certificates evidencing such Redeemable Unitsthis Section 11.01(a) and that on the Redeemed Units and after (iii) the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect Corporation shall cancel such shares of the Redeemable Units will accrue or be madeClass B Common Stock.
(b) The aggregate redemption price for Redeemable Units Redeeming Member may retract its Redemption Notice by giving written notice (the “Retraction Notice”) to the Company and the Corporation at any time prior to 5:00 p.m., New York City time, on the Business Day after delivery of the Redemption Date Notice. The timely delivery of a Retraction Notice shall terminate all of the Redeeming Member’s, the Company’s and the Corporation’ rights and obligations under this Section 11.01 arising from the retracted Redemption Notice. The Redeeming Member shall be an amount equal entitled, at any time prior to the Current Market Price (consummation of a Redemption, to delay the date consummation of determination of which shall be the date fixed for redemption) of Units a Redemption if any of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, following conditions exists: (i) in cash, any registration statement pursuant to which the resale of the Class A Common Stock to be registered for such Redeeming Member at or immediately following the consummation of the Redemption shall have ceased to be effective pursuant to any action or inaction by the SEC or no such resale registration statement has yet become effective; (ii) the Corporation shall have failed to cause any related prospectus to be supplemented by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first any required prospectus supplement necessary to effect such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or Redemption; (iii) the Corporation shall have exercised its right to defer, delay or suspend the filing or effectiveness of a combination registration statement and such deferral, delay or suspension shall affect the ability of cash such Redeeming Member to have the resale of its Class A Common Stock registered at or immediately following the consummation of the Redemption; (iv) the Corporation shall have disclosed to such Redeeming Member any material non-public information concerning the Corporation, the receipt of which results in such Redeeming Member being prohibited or restricted from selling Class A Common Stock at or immediately following the Redemption without disclosure of such information (and the Corporation does not permit disclosure); (v) any stop order relating to the registration statement pursuant to which the Class A Common Stock was to be registered by such Redeeming Member at or immediately following the Redemption shall have been issued by the SEC; (vi) there shall have occurred a promissory note having material disruption in the terms described securities markets generally or in clause the market or markets in which the Class A Common Stock is then traded; (iivii) there shall be in effect an injunction, a restraining order or a decree of any nature of any Governmental Entity that restrains or prohibits the Redemption; (viii) the Corporation shall have failed to comply in all material respects with its obligations under the Registration Rights Agreement, and such failure shall have affected the ability of such Redeeming Member to consummate the resale of Class A Common Stock to be received upon such redemption pursuant to an effective registration statement; or (ix) the Redemption Date would occur three (3) Business Days or less prior to, or during, a Black-Out Period; provided further, that in no event shall the Redeeming Member seeking to delay the consummation of such Redemption and relying on any of the matters contemplated in clauses (i) through (ix) above have controlled or intentionally materially influenced any facts, circumstances, or Persons in connection therewith (except in the good faith performance of his or her duties as an officer or director of the Corporation) in order to provide such Redeeming Member with a basis for such delay or revocation. If a Redeeming Member delays the consummation of a Redemption pursuant to this Section 11.01(b), (A) the Redemption Date shall occur on the third Business Day following the date on which the conditions giving rise to such delay cease to exist (or such earlier day as the Corporation, the Company and such Redeeming Member may agree in writing) and (B) notwithstanding anything to the contrary in Section 7.01(b), the Redeeming Member may retract its Redemption Notice by giving a Retraction Notice to the Company (with a copy to the Corporation) at any time prior to 5:00 p.m., New York City time, on the second Business Day following the date on which the conditions giving rise to such delay cease to exist.
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the Company will provide advance notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Redemption Date to each Member, of at least 10 calendar days prior to the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blankRedemption Date.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bounty Minerals, Inc.)
Redemption of Units. Any redemption of Units by the Company permitted under Article III shall be conducted in accordance with this Section 3.13.
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Actterms and conditions set forth herein, the redemption price shall be paidCompany agrees to purchase from the Investor and the Investor agrees to sell and transfer to the Company, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note all of the Company Investor’s right, title and interest in and to the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Redeemed Units, on the redemption terms and conditions provided herein. The Redeemed Units shall mean those units of the Company which are designated “Preferred Units” within the meaning of the Second Amended and Restated Limited Liability Company Agreement, dated March 31, 2009 of the Company, as amended to date or (iithe “LLC Agreement”) together with the Unsatisfied Preferred Return thereon (as defined in the LLC Agreement). As of the date of this Agreement, the aggregate Unsatisfied Preferred Returns associated with the Preferred Units is $316,350.45 and the Adjusted Preferred Capital Contributions associated with such Preferred Units is $4,500,000. The Company shall pay the Investor the aggregate purchase price of $3,990,000 (the “Redemption Price”) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf for all of the MemberRedeemed Units. After the Initial Closing (as defined below), Preferred Units will be redeemed on a monthly basis as provided in subsection (c) with the final portion of the Certificates evidencing Redemption Price (including payment in full of the Redeemable Units, duly endorsed Unsatisfied Preferred Return) as provided in blank or accompanied by an assignment duly executed in blank.
subsection (d) After below (each a “Closing”). Immediately following the Initial Closing and each subsequent Closing, the Company shall cause Exhibit A to the LLC Agreement to be amended to reflect the redemption dateof such Preferred Units pursuant to this Agreement. Further, Redeemable in accordance with Section 7.13 of the LLC Agreement, those Preferred Units will be deemed retired and cancelled and shall no longer constitute Outstanding Unitsthereafter not be deemed authorized for reissuance and, following the Final Closing, the Unsatisfied Preferred Return shall be deemed paid in full. For the avoidance of doubt, immediately following the Initial Closing, Exhibit A to the LLC Agreement shall be amended to reflect the reduction of the Adjusted Preferred Capital Contribution and the aggregate number of Preferred Units by $2,576,000 which Exhibit A is attached hereto and incorporated herein by reference.
Appears in 1 contract
Samples: Redemption Agreement (United American Healthcare Corp)
Redemption of Units. Any 13.1.1 The Trustee shall at any time during the life of the Trust on the instruction of the Management Company authorize redemption of Units out of the Trust Property through duly Authorised Distributors and/or Investment Facilitators.
13.1.2 Application for redemption of Units shall be made by completing the prescribed application form, duly signed by the Company permitted under Article III shall be conducted in accordance with this Section 3.13.
(a) The Company shall, not later than 30 days before the date fixed authorised signatory and having all necessary information required for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of units, and submitting it at any office of the Redeemable Units (orManagement Company, authorised branch or office of an appointed Distribution Company or Investment Advisor/ Facilitator. Application for redemption shall be retained by the Transfer Agent and a copy may be supplied to the Distribution Company, if later so required by the Management Company. The Management Company may make arrangements to accept redemption requests through electronic means subject to the satisfaction of Trustee such as online, ATMs or other means of electronic use. No person shall be entitled to redeem only part of the Unit comprised in a Certificate, however in case where a Certificate is not issued any number of Units may be redeemed by the Holder thereof. The application for redemption of Units shall be accompanied by the relevant Certificate, if issued, duly endorsed on the reverse. In case of applications for redemption by joint Holders, any Holder may sign the redemption form if he/ she is so authorised by all joint Holders. The Management Company shall formally forward details of all the requests for dealing in Units, including the information of stamped time and date, to the Trustee within 24 hours of the receipt of such requests.
13.1.3 The Trustee may at its option dispense with the production of any Certificate which is lost, stolen or destroyed, upon compliance by the Unit Holder(s) with such requirements arising in the case of Redeemable any application by him/ her for the replacement thereof.
13.1.4 The price at which Units evidenced shall be redeemed shall be the Redemption Price fixed by Certificatesthe Management Company subject to clause 12.4 above. The Redemption Price shall be announced by the Management Company at the end of each Business Day as specified by the Regulations.
13.1.5 The amount payable on redemption shall be paid to the Holder or in the case of joint Holders, upon surrender the first named joint Holder by crossed cheque or direct transfer to her/his designated bank account or any other mode, after receipt of a properly documented request for redemption of the Certificates evidencing such Redeemable Units) and Units in terms of this Trust Deed, provided that on and after redemption is not suspended in terms of this Trust Deed.
13.1.6 The receipt of the date fixed Holder for redemption no further allocations or distributions to which the Member would otherwise be entitled any moneys payable in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal a good discharge to the Current Market Price Trustee and the Management Company and if several persons are registered as joint Holders any one of them may give effectual receipt for any such moneys.
13.1.7 The Distribution Company shall verify the particulars given in the application for redemption of Units and documents submitted therewith.
13.1.8 Application for redemption will be received at the authorised offices or branches of the Distribution Company on all Subscription Days. Payments of redemption amounts for Units so redeemed shall be made within six (6) Business Days of the date of determination receipt of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company application; provided that in the principal amount of the event redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, requests on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.any day exceed ten
Appears in 1 contract
Samples: Trust Deed
Redemption of Units. Any redemption Units of Units by the Company permitted under Article III a sub-fund shall be conducted redeemed on the acceptance deadline for unit transactions in accordance with this Section 3.13.
(a) The Company shallAppendix A "Overview of the sub-fund" at the net asset value per unit of the corresponding unit class of the corresponding sub-fund, not later than 30 days before less the date fixed for redemption, give notice of possible due redemption premium and any possible taxes and duties. Redemption applications must be submitted to the Member Custodian at its last address designated on the records latest by the acceptance deadline. If a redemption application is received after the acceptance deadline, then it shall be reserved for the following redemption date. In the case of orders placed with distribution agents in Liechtenstein and abroad, earlier deadlines for the subscription of orders may be set to ensure the punctual forwarding of these orders to the Custodian in Liechtenstein. These deadlines may be obtained from the individual distribution agents. Information about the redemption date, the valuation interval, the acceptance deadline as well as the level of the Company or possible due maximum redemption premium is set out in Appendix A "Overview of the Transfer Agentsub-fund". As it is necessary to ensure that the assets of the respective sub-fund contain a reasonable proportion of liquid assets, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall units will be deemed to have been given when so mailed. The notice shall specify paid out within two bank working days following the Redeemable Units, the date fixed for redemption, the place of payment, that payment calculation of the redemption price will be made upon price. This shall not apply in the event that in accordance with statutory regulations, such as example foreign exchange and transfer restrictions or due to other circumstances which lie beyond the control of the Depository Bank, the transfer of the redemption sum is rendered impossible. If the payment, at the request of the Redeemable Units (orinvestor, if later is to be performed in a currency other than the case of Redeemable Units evidenced by Certificatescurrency in which the re- spective units have been invested, upon surrender then the sum which is to be paid out shall be calculated in accordance with the pro- ceeds of the Certificates evidencing such Redeemable Units) and that on and after conversion from the date fixed for redemption no further allocations or distributions to which reference currency into the Member would otherwise be entitled in respect of payment currency, less any fees. With the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount payment of the redemption price, bearing interest at the rate corresponding unit shall be extinguished. The Management Company and/or the Custodian may redeem units unilaterally in return for payment of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (orprice, if later insofar as this is deemed necessary in the case interest of Redeemable Units evidenced by Certificates, upon surrender or for the protection of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Memberinvestor, of the Certificates evidencing Management Company or of one or more sub-funds, in particular if:
a) there is a suspicion that by acquiring the Redeemable Unitsunits the respective investor is engaging in "market timing", duly endorsed "late trading" or other market techniques which could be detrimental to the investors as a whole;
b) the investor does not meet the conditions for the acquisition of the units; or
c) the units are distributed in blank a state in which the respective sub-fund is not licensed for distribution or accompanied have been acquired by an assignment duly executed in blank.
(d) After a person for whom the acquisition of the units is not permitted. The Management Company shall ensure that the redemption dateof units is settled on the basis of a net asset value per unit which is unknown to the investor at the time of the application (forward pricing). If the execution of a redemption application means that the holding of the respective investor falls below the minimum investment in the corresponding unit class specified in Appendix A "Overview of the sub-fund", Redeemable Units shall no longer constitute Outstanding Unitsthen the Management Company may without issuing further notification to the investor treat his redemption application as an application to redeem all of the units in this unit class held by the corresponding investor, or as an application to convert the remaining units into another unit class of the same sub-fund with the same reference currency, whose participation conditions are fulfilled by the investor. The redemption of fund units may be suspended if Art. 12 is applicable.
Appears in 1 contract
Samples: Trust Agreement
Redemption of Units. Any
26.1 The Management Company shall at any time during the life of Trust authorize redemption of Units, out of the Fund Property to the Holder.
26.2 In the event of redemption of certain class of Units, a Back-end Load, as per the Offering Document, shall be charged to the Unit Holders while determining the Redemption Price.
26.3 Application for redemption of Units shall be made by completing the prescribed redemption form and submitting it at the Authorized Branch or office of the Distribution Company or Transfer Agent together with the Unit Certificate, if issued, during any Business Day. The Management Company may make arrangements to accept redemption requests through electronic, IVR (Interactive Voice Response) or other means. The Management Company may redeem part of the Units comprised in a Certificate only after cancellation of old Certification and reissue a new Certificate for the remaining Units, however, in the case where Certificate is not issued any number of Units may be redeemed by the Holder thereof. At the discretion of the Management Company certificate charges may apply for the reissued Certificate.
26.4 All such redemptions will require the Holders to give prior notice to the Management Company for processing the redemption request, the details of which will be specified in the Offering Document.
26.5 The Trustee may at their option dispense with the production of any Certificate that shall have become lost, stolen or destroyed upon compliance by the Holder with like requirements to those arising in the case of an application by him for the replacement thereof.
26.6 The Management Company shall announce the Redemption Price on a daily basis on all Business Days or any other frequency as communicated by the Management Company from time to time. The Redemption Price at which Units shall be redeemed shall be fixed by the Management Company under the terms of this Deed. However, if the event in Clause 29.1 or Clause 29.2 hereunder comes into application, the redemption value shall be determined in accordance with the procedure laid out in these Clauses.
26.7 The amount payable on redemption shall be paid to the Holder or first named joint Holder or any other joint Holder specified in the application for redemption of Units by dispatching a cheque/ bank draft/ pay order for the amount to the registered address of the Holder or other means, within six Business Days from the date of presentation of the duly completed redemption application, electronic or otherwise, at the Authorized Branch or office of the Distribution Company permitted or Transfer Agent or directly through Holders personal on-line account. The Management Company may make arrangements for making redemption payments by transferring the redemption proceeds to the Holder’s designated bankers or by crediting the Holder’s credit or debit card. However, the Management Company may under Article III special circumstances agree to pay the redemption amount to the Holder’s authorized representative as stated in the prescribed application for issue of units.
26.8 The receipt of the Holder for any moneys payable in respect of the Units shall be conducted a good discharge to the Trustee and if several persons are registered as joint Holders any one of them may give effectual receipt for any such money.
26.9 Application for redemption of Units shall be received at the authorized offices or branches of the Distribution Company or Transfer Agent on all Business Days or any other frequency as communicated by the Management Company from time to time. Where redemption requests on any Subscription Day exceed ten percent (10%) of the total number of Units in issue, redemption requests in excess of ten percent may be deferred in accordance with this Section 3.13the procedure elaborated in Clause 29.1 thereof.
(a) 26.10 The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records of the Distribution Company or Transfer Agent shall verify the particulars given in the application for redemption of Units. The signature of any Holder or joint Holder to any document required to be signed by him under or in connection with the application for redemption of Units may be verified by the Transfer Agent, by registered Agent or certified mail, postage prepaid, or overnight courier otherwise authenticated to their reasonable satisfaction. In case of national reputation. The notice submission of electronic on-line redemptions the Holder’s user ID and password shall authenticate his identity.
26.11 A redemption request shall be deemed to have been given when so mailed. made in accordance with the provisions of the Offering Document or a Supplementary Offering Document, if such documents prescribe automatic redemption under certain circumstances.
26.12 Where lien/ pledge/ charge on any unit is recorded in the Register, the Management Company and Trustee may concur to make payment to the pledgee, if a request is received from the pledges or if a joint request is received from the Holder and the pledgee or through an order of a competent jurisdiction and on receipt of such indemnification as Management Company or Trustee may require.
26.13 In case the investor has requested encashment of Bonus Units then such Bonus Units will be redeemed at the ex-dividend Net Asset Value of close of the relevant Accounting Period.
26.14 The notice Management Company shall specify formally forward details of all the Redeemable requests for dealing in Units, including the date fixed for redemptioninformation of stamped time and date, to the place of payment, that payment Trustee within 24 hours of the redemption price will be made upon the redemption receipt of such requests
26.15 No netting off transactions (adjustment of assets of the Redeemable Units (or, if later scheme against the investment of unit holders) are allowed with in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be madescheme.
26.16 The Management Company shall not specifically use flipping mechanism (b) The aggregate i.e. redemption price for Redeemable Units shall be an amount equal and re-issuance of units to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of same unit holders based on different NAV’s without cash and a promissory note having the terms described in clause (iisettlement).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Samples: Trust Deed
Redemption of Units. Any (1) Subject to Section 11.3(d) and the further provisions of this Section 4.2(e), and except as otherwise set forth in an exhibit hereto setting forth rights, preferences and obligations with respect to any particular class or series of Membership Units issued after the date hereof, each Non-Managing Member shall have the right (i) on or after the date twelve (12) months after the Effective Date, with respect to the Membership Units acquired on or contemporaneously with the Effective Date, or (ii) on or after such other date as expressly provided in any agreement entered into between the Company and any Non-Managing Member, including the Structuring and Contribution Agreement, to require the Company to redeem (the “Redemption Right”) on a Specified Redemption Date all or a portion of the Membership Units held by such Non-Managing Member at a redemption price equal to and in the form of Units the Cash Amount to be paid by the Company permitted under Article III Company. The Redemption Right shall be conducted exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Managing Member) by the Non-Managing Member who is exercising the Redemption Right (the “Redeeming Member”); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Managing Member elects to purchase the Membership Units subject to the Notice of Redemption (the “Tendered Units”); provided, further, that in accordance with this the event the Managing Member issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the “Common Share Rights”) then (except to the extent such rights have already been reflected in an adjustment to the Unit Adjustment Factor as provided in Section 3.134.2(e)(2) below) the Redeeming Member shall also be entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. A Non-Managing Member may not exercise the Redemption Right for less than ten thousand (10,000) Membership Units or, if such Non-Managing Member holds less than ten thousand (10,000) Membership Units, all of the Membership Units held by such Non-Managing Member.
(a2) The Company shallNotwithstanding the provisions of Section 4.2(e)(1), not later than 30 days before a Non-Managing Member that exercises the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice Redemption Right shall be deemed to have been given when offered to sell the Membership Units described in the Notice of Redemption to the Managing Member, and the Managing Member may, in its sole and absolute discretion, elect to assume directly and satisfy a Redemption Right, and acquire some or all of such Membership Units by paying to the Redeeming Member either the Cash Amount, or the Shares Amount, as elected by the Managing Member (in its sole and absolute discretion), on the Specified Redemption Date, whereupon the Managing Member shall acquire the Membership Units offered for redemption by the Redeeming Member. If the Managing Member shall elect to exercise its right to purchase Membership Units under this Section 4.2(e)(2) with respect to a Notice of Redemption, it shall so mailednotify the Redeeming Member promptly after the receipt by the Company of such Notice of Redemption. In the event the Managing Member shall exercise its right to purchase Membership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 4.2(e)(2), the Company shall have no obligation to pay any amount to the Redeeming Member with respect to Redeeming Member’s exercise of the Redemption Right, and each of the Redeeming Member, the Company and the Managing Member shall treat the transaction between the Managing Member and the Redeeming Member for federal income tax purposes as a sale of the Redeeming Member’s Membership Units to the Managing Member.
(3) In the event of any change in the Unit Adjustment Factor, the number of Membership Units held by each Member shall be proportionately adjusted by multiplying the number of Membership Units held by such Member immediately prior to the change in the Unit Adjustment Factor by the new Unit Adjustment Factor; the intent of this provision is that one Membership Unit remains equivalent in value to one Common Share without dilution (including any securities for which Shares are exchanged in a transaction contemplated by Section 11.2(c)). In the event the Managing Member issues any Common Shares in exchange for Membership Units pursuant to this Section 4.2(e), any such Membership Units so acquired by the Managing Member shall immediately thereafter be canceled by the Company and the Company shall issue to the Managing Member new Membership Units pursuant to Section 4.2(c) hereof. Each Redeeming Member agrees to execute such documents as the Managing Member may reasonably require in connection with the issuance of Common Shares upon exercise of the Redemption Right.
(4) The notice Shares Amount, if applicable, shall specify be delivered as duly authorized, validly issued, fully paid and nonassessable Common Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Redeemable Charter, the Bylaws of the Managing Member, the Securities Act of 1933, as amended (the “Securities Act”), relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such Common Shares entered into by the Redeeming Member. Notwithstanding any delay in such delivery (but subject to Section 4.2(e)(6)), the Redeeming Member shall be deemed the owner of such Common Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date.
(5) Each Non-Managing Member covenants and agrees with the Managing Member that all Tendered Units shall be delivered to the Managing Member free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the date fixed for redemptionManaging Member shall be under no obligation to acquire the same. Each Non-Managing Member further agrees that, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case event any state or local property transfer tax is payable solely with respect to its Tendered Units transferred to the Managing Member (or its designee), such Non-Managing Member shall assume and pay such transfer tax.
(6) Notwithstanding the provisions of Redeemable Units evidenced Section 4.2(e) or any other provision of this Agreement, a Member (i) shall not be entitled to effect a Redemption for cash or an exchange for Common Shares to the extent the ownership or right to acquire Common Shares pursuant to such exchange by Certificates, upon surrender such Member on the Specified Redemption Date could cause such Member or any other Person to violate the restrictions on ownership and transfer of Common Shares set forth in the Certificates evidencing such Redeemable UnitsCharter and (ii) and that on and after the date fixed for redemption shall have no further allocations or distributions rights under this Agreement to acquire Common Shares which the Member would otherwise be entitled prohibited under the Charter. To the extent any attempted redemption or exchange for Common Shares would be in respect violation of this Section 4.2(e)(6), it shall be null and void ab initio and such Member shall not acquire any rights or economic interest in the Redeemable Units will accrue cash otherwise payable upon such redemption or be madethe Common Shares otherwise issuable upon such exchange.
(b7) The aggregate redemption price for Redeemable Units shall be an amount equal Notwithstanding anything herein to the Current Market Price contrary (the date of determination of which shall be the date fixed but subject to Section 4.2(e)(6)), with respect to any redemption or exchange for redemption) of Units of the class Common Shares pursuant to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, this Section 4.2(e):
(i) in cashAll Membership Units acquired by the Managing Member pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Managing Member Interests comprised of the same number and class of Membership Units.
(ii) by delivery The consummation of a promissory note any redemption or exchange for Common Shares shall be subject to the expiration or termination of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (orapplicable waiting period, if later in any, under the case Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Redeemable Units evidenced by Certificates1976, upon surrender of the Certificates evidencing such Redeemable Units) or as amended.
(iii) Each Redeeming Member shall continue to own all Membership Units subject to any redemption or exchange for Common Shares, and be treated as a combination Non-Managing Member with respect to such Membership Units for all purposes of cash and this Agreement, until the Specified Redemption Date. Until a promissory note having Specified Redemption Date, the terms described in clause (ii).
(c) The Redeeming Member or its duly authorized representative shall have no rights as a stockholder of the Managing Member with respect to such Redeeming Member’s Membership Units, except as may be entitled to receive the payment for Redeemable Units at the place of payment specified provided in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blankInvestors Agreement.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Morgans Hotel Group Co.)
Redemption of Units. Any (1) Subject to Section 11.3(d) and the further provisions of this Section 4.2(e), and except as otherwise set forth in an exhibit hereto setting forth rights, preferences and obligations with respect to any particular class or series of Membership Units issued after the date hereof, each Non-Managing Member shall have the right (i) on or after the date twelve (12) months after the Effective Date, with respect to the Membership Units acquired on or contemporaneously with the Effective Date, or (ii) on or after such other date as expressly provided in any agreement entered into between the Company and any Non-Managing Member, including the Structuring and Contribution Agreement, to require the Company to redeem (the “Redemption Right”) on a Specified Redemption Date all or a portion of the Membership Units held by such Non-Managing Member at a redemption price equal to and in the form of Units the Cash Amount to be paid by the Company permitted under Article III Company. The Redemption Right shall be conducted exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Managing Member) by the Non- Managing Member who is exercising the Redemption Right (the “Redeeming Member”); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Managing Member elects to purchase the Membership Units subject to the Notice of Redemption (the “Tendered Units”); provided, further, that in accordance with this the event the Managing Member issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the “Common Share Rights”) then (except to the extent such rights have already been reflected in an adjustment to the Unit Adjustment Factor as provided in Section 3.134.2(e)(2) below) the Redeeming Member shall also be entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. A Non-Managing Member may not exercise the Redemption Right for less than ten thousand (10,000) Membership Units or, if such Non-Managing Member holds less than ten thousand (10,000) Membership Units, all of the Membership Units held by such Non-Managing Member.
(a2) The Company shallNotwithstanding the provisions of Section 4.2(e)(1), not later than 30 days before a Non-Managing Member that exercises the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice Redemption Right shall be deemed to have been given when offered to sell the Membership Units described in the Notice of Redemption to the Managing Member, and the Managing Member may, in its sole and absolute discretion, elect to assume directly and satisfy a Redemption Right, and acquire some or all of such Membership Units by paying to the Redeeming Member either the Cash Amount, or the Shares Amount, as elected by the Managing Member (in its sole and absolute discretion), on the Specified Redemption Date, whereupon the Managing Member shall acquire the Membership Units offered for redemption by the Redeeming Member. If the Managing Member shall elect to exercise its right to purchase Membership Units under this Section 4.2(e)(2) with respect to a Notice of Redemption, it shall so mailednotify the Redeeming Member promptly after the receipt by the Company of such Notice of Redemption. In the event the Managing Member shall exercise its right to purchase Membership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 4.2(e)(2), the Company shall have no obligation to pay any amount to the Redeeming Member with respect to Redeeming Member’s exercise of the Redemption Right, and each of the Redeeming Member, the Company and the Managing Member shall treat the transaction between the Managing Member and the Redeeming Member for federal income tax purposes as a sale of the Redeeming Member’s Membership Units to the Managing Member.
(3) In the event of any change in the Unit Adjustment Factor, the number of Membership Units held by each Member shall be proportionately adjusted by multiplying the number of Membership Units held by such Member immediately prior to the change in the Unit Adjustment Factor by the new Unit Adjustment Factor; the intent of this provision is that one Membership Unit remains equivalent in value to one Common Share without dilution (including any securities for which Shares are exchanged in a transaction contemplated by Section 11.2(c)). In the event the Managing Member issues any Common Shares in exchange for Membership Units pursuant to this Section 4.2(e), any such Membership Units so acquired by the Managing Member shall immediately thereafter be canceled by the Company and the Company shall issue to the Managing Member new Membership Units pursuant to Section 4.2(c) hereof. Each Redeeming Member agrees to execute such documents as the Managing Member may reasonably require in connection with the issuance of Common Shares upon exercise of the Redemption Right.
(4) The notice Shares Amount, if applicable, shall specify be delivered as duly authorized, validly issued, fully paid and nonassessable Common Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Redeemable Charter, the Bylaws of the Managing Member, the Securities Act of 1933, as amended (the “Securities Act”), relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such Common Shares entered into by the Redeeming Member. Notwithstanding any delay in such delivery (but subject to Section 4.2(e)(6)), the Redeeming Member shall be deemed the owner of such Common Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the Common Shares for which the Membership Units might be exchanged shall also bear a legend which generally provides the following:
(5) Each Non-Managing Member covenants and agrees with the Managing Member that all Tendered Units shall be delivered to the Managing Member free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the date fixed for redemptionManaging Member shall be under no obligation to acquire the same. Each Non-Managing Member further agrees that, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case event any state or local property transfer tax is payable solely with respect to its Tendered Units transferred to the Managing Member (or its designee), such Non-Managing Member shall assume and pay such transfer tax.
(6) Notwithstanding the provisions of Redeemable Units evidenced Section 4.2(e) or any other provision of this Agreement, a Member (i) shall not be entitled to effect a Redemption for cash or an exchange for Common Shares to the extent the ownership or right to acquire Common Shares pursuant to such exchange by Certificates, upon surrender such Member on the Specified Redemption Date could cause such Member or any other Person to violate the restrictions on ownership and transfer of Common Shares set forth in the Certificates evidencing such Redeemable UnitsCharter and (ii) and that on and after the date fixed for redemption shall have no further allocations or distributions rights under this Agreement to acquire Common Shares which the Member would otherwise be entitled prohibited under the Charter. To the extent any attempted redemption or exchange for Common Shares would be in respect violation of this Section 4.2(e)(6), it shall be null and void ab initio and such Member shall not acquire any rights or economic interest in the Redeemable Units will accrue cash otherwise payable upon such redemption or be madethe Common Shares otherwise issuable upon such exchange.
(b7) The aggregate redemption price for Redeemable Units shall be an amount equal Notwithstanding anything herein to the Current Market Price contrary (the date of determination of which shall be the date fixed but subject to Section 4.2(e)(6)), with respect to any redemption or exchange for redemption) of Units of the class Common Shares pursuant to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, this Section 4.2(e):
(i) in cashAll Membership Units acquired by the Managing Member pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Managing Member Interests comprised of the same number and class of Membership Units.
(ii) by delivery The consummation of a promissory note any redemption or exchange for Common Shares shall be subject to the expiration or termination of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (orapplicable waiting period, if later in any, under the case Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Redeemable Units evidenced by Certificates1976, upon surrender of the Certificates evidencing such Redeemable Units) or as amended.
(iii) Each Redeeming Member shall continue to own all Membership Units subject to any redemption or exchange for Common Shares, and be treated as a combination Non-Managing Member with respect to such Membership Units for all purposes of cash and this Agreement, until the Specified Redemption Date. Until a promissory note having Specified Redemption Date, the terms described in clause (ii).
(c) The Redeeming Member or its duly authorized representative shall have no rights as a stockholder of the Managing Member with respect to such Redeeming Member’s Membership Units, except as may be entitled to receive the payment for Redeemable Units at the place of payment specified provided in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blankInvestors Agreement.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.)
Redemption of Units. Any redemption Units of Units by the Company permitted under Article III a UCITS shall be conducted redeemed on the acceptance deadline for unit transactions in accordance with this Section 3.13.
(a) The Company shallAppendix A "Overview of the Fund" at the net asset value per unit of the corresponding unit class of the UCITS, not later than 30 days before less the date fixed for redemption, give notice of possible due redemption premium and any possible taxes and duties. Redemption applications must be submitted to the Member Custodian at its last address designated on the records latest by the acceptance deadline. If a redemption application is received after the acceptance deadline, it shall be reserved for the following redemption date. In the case of applications placed with distribution agents in Liechtenstein and abroad, earlier deadlines for the subscriptions may be set to ensure the punctual forwarding of these applications to the Custodian in Liechtenstein. These deadlines may be obtained from the individual distribution agents. Information about the redemption date, the valuation interval, the acceptance deadline as well as the level of the Company or possible due maximum redemption premium is set out in Appendix A "Overview of the Transfer AgentFund". As it is necessary to ensure that the assets of the UCITS contain a reasonable proportion of liquid assets, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall units will be deemed to have been given when so mailed. The notice shall specify paid out within two bank working days following the Redeemable Units, the date fixed for redemption, the place of payment, that payment calculation of the redemption price will be made upon price. This shall not apply in the event that in accordance with statutory regulations, such as for example foreign exchange and transfer restrictions or due to other circumstances that lie beyond the control of the Custodian, the transfer of the redemption sum is rendered impossi- ble. If the payment, at the request of the Redeemable Units (orinvestor, if later is to be performed in a currency other than the case of Redeemable Units evidenced by Certificatescurrency in which the re- spective units have been invested, upon surrender the sum that is to be paid out shall be calculated in accordance with the proceeds of the Certificates evidencing such Redeemable Units) and that on and after conversion from the date fixed for redemption no further allocations or distributions to which reference currency into the Member would otherwise be entitled in respect of payment currency, less any fees. With the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount payment of the redemption price, bearing interest at the rate corresponding unit shall be extinguished. The Management Company and/or the Custodian may redeem units unilaterally in return for payment of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (orprice, if later insofar as this is deemed necessary in the case interest of Redeemable Units evidenced by Certificates, upon surrender or for the protection of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Memberinvestor, of the Certificates evidencing Management Com- pany or of the Redeemable UnitsUCITS, duly endorsed in blank particular if:
a) there is a suspicion that by acquiring the units the respective investor is engaging in "market timing", "late trading" or accompanied other market techniques that could be detrimental to the investors as a whole;
b) the investor does not meet the conditions for the acquisition of the units; or
c) the units are distributed in a state in which the UCITS is not licensed for distribution or have been acquired by an assignment duly executed in blank.
(d) After a person for whom the acquisition of the units is not permitted. The Management Company shall ensure that the redemption dateof units is settled on the basis of a net asset value per unit that is unknown to the investor at the time of the application (forward pricing). If the execution of a redemption application means that the holding of the respective investor falls below the minimum investment in the corresponding unit class specified in Appendix A "Overview of the Fund", Redeemable Units shall no longer constitute Outstanding Unitsthen the Management Com- pany may without issuing further notification to the investor treat his redemption application as an application to redeem all of the units in this unit class held by the corresponding investor. The redemption of fund units may be suspended if Art. 12 is applicable. Material expenses are not permitted.
Appears in 1 contract
Samples: Trust Agreement
Redemption of Units. Any redemption of Units by the Company permitted under Article III shall be conducted redeemed on the acceptance deadline for unit transactions in accordance with this Section 3.13.
(a) The Company shallAppendix A "Overview of the sub-fund" at the net asset value per unit of the corresponding unit class of the corresponding sub-fund, not later than 30 days before less the date fixed for redemption, give notice of pos- sible due redemption premium and any possible taxes and duties. Redemption applications must be submitted to the Member Custodian at its last address designated on the records latest by the acceptance deadline. If a redemption application is received after the acceptance deadline, then it shall be reserved for the following redemption date. In the case of orders placed with distribution agents in Liechtenstein and abroad, earlier deadlines for the subscription of orders may be set to ensure the punctual forwarding of these orders to the Custodian in Liechtenstein. These deadlines may be obtained from the individual distribution agents. Information about the redemption date, the valuation interval, the ac- ceptance deadline as well as the level of the Company or possible due maximum redemption premium is set out in Appendix A "Overview of the Transfer Agentsub-fund". As it is necessary to ensure that the assets of the UCITS contain a reasonable proportion of liquid assets, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall units will be deemed to have been given when so mailed. The notice shall specify paid out within two bank working days following the Redeemable Units, the date fixed for redemption, the place of payment, that payment calculation of the redemption price will be made upon price. This shall not apply in the event that in accordance with statutory regulations, such as example foreign exchange and transfer restrictions or due to other circumstances which lie beyond the control of the Custodian, the transfer of the redemption sum is rendered impossible. If the payment, at the request of the Redeemable Units (orinvestor, if later is to be performed in a currency other than the case of Redeemable Units evidenced by Certificatescurrency in which the re- spective units have been invested, upon surrender then the sum which is to be paid out shall be calculated in accordance with the pro- ceeds of the Certificates evidencing such Redeemable Units) conversion from the reference currency into the payment currency, less any fees and that on and after duties. With the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount payment of the redemption price, bearing interest at the rate corresponding unit shall be extinguished. If the execution of 8% annually and payable a redemption application means that the holding of the respective investor falls below the minimum investment in three equal annual installments the corresponding unit class specified in Appendix A "Overview of principal together the sub-fund", then the Management Company may without issuing further notification to the investor treat his redemption application as an application to redeem all of the units in this unit class held by the corresponding investor, or as an application to convert the remaining units into another unit class of the same sub-fund with accrued interestthe same reference currency, whose participation conditions are fulfilled by the first such installment commencing one year after investor. The Management Company and/or the Custodian may withdraw units unilaterally in return for payment of the redemption date (orprice, if later insofar as this is deemed necessary in the case interest of Redeemable Units evidenced by Certificates, upon surrender or for the protection of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Memberinvestors, of the Certificates evidencing the Redeemable UnitsManagement Company or of one or more sub-funds, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.particular if:
Appears in 1 contract
Samples: Trust Agreement
Redemption of Units. Any 26.1 In the event of redemption of certain class of Units, a Back-end Load, as per the Offering Document, shall be charged to the Unit Holders while determining the Redemption Price.
26.2 Application for redemption of Units shall be made by completing the prescribed redemption form and submitting it at the Authorized Branch or office of the Distribution Company or Transfer Agent together with the Unit Certificate, if issued, during any Business Day before cutoff time. The Management Company may make arrangements to accept redemption requests through electronic, IVR (Interactive Voice Response) or other means subject to prior approval of the Commission. The Management Company may redeem part of the Units comprised in a Certificate only after cancellation of old Certification and reissue a new Certificate for the remaining Units, however, in the case where Certificate is not issued any number of Units may be redeemed by the Holder thereof. At the discretion of the Management Company certificate charges may apply for the reissued Certificate.
26.3 The Trustee may at its option dispense with the production of any Certificate that shall have become lost, stolen or destroyed upon compliance by the Holder with such requirements arising in the case of an application by him for the replacement thereof.
26.4 The Management Company shall announce the Redemption Price on a daily basis on all Business Days. The Redemption Price at which Units shall be redeemed shall be fixed by the Management Company under the terms of this Deed.
26.5 The amount payable on redemption shall be paid to the Holder or first named joint Holder or any other joint Holder specified in the application for redemption of Units by dispatching a cheque / bank draft / pay order for the amount to the registered address of the Holder or other means, within six Business Days from the date of presentation of the duly completed redemption application at the Authorized Branch or office of the Distribution Company. The Management Company permitted under Article III may make arrangements for making redemption payments by transferring the redemption proceeds to the Holder’s designated bank account.
26.6 The receipt of the Holder for any moneys payable in respect of the Units shall be conducted in accordance with this Section 3.13a good discharge to the Trustee and if several persons are registered as joint Holders any one of them may give effectual receipt for any such money.
(a) The Company shall, not later than 30 days before 26.7 Application for redemption of Units shall be received at the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records authorized offices or branches of the Distribution Company or Transfer Agent on all Business Days.
26.8 The Distribution Company or Transfer Agent shall verify the particulars given in the application for redemption of Units. The signature of any Unit Holder or joint Holder to any document required to be signed by him under or in connection with the application for redemption of Units may be verified by the Transfer Agent, by registered Agent or certified mail, postage prepaid, or overnight courier of national reputation. The notice otherwise authenticated to their reasonable satisfaction.
26.9 A redemption request shall be deemed to have been given when so mailed. made in accordance with the provisions of the Offering Document or a Supplementary Offering Document, if such documents prescribe automatic redemption under certain circumstances.
26.10 Where lien / pledge / charge on any Unit is recorded in the Register, the Management Company and Trustee may concur to make payment to the pledgee, if a request is received from the pledgee or if a joint request is received from the Unit Holder and the pledgee or through an order of a competent jurisdiction and on receipt of such indemnification as Management Company or Trustee may require.
26.11 In case the investor has requested encashment of Bonus Units then such Bonus Units will be redeemed at the ex-dividend Net Asset Value.
26.12 The notice Management Company shall specify formally forward all the Redeemable requests for dealing in Units, duly time and date stamped, to the date fixed for redemption, the place of payment, that payment Trustee within 24 hours of the receipt of such requests.
26.13 The Management Company shall ensure all valid redemption price will be made upon the redemption request are paid / processed based on ranking of the Redeemable Units (or, if later request in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be madea queue.
(b) 26.14 The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Management Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, Fund shall not at any time net off any investment of the Certificates evidencing Fund against the Redeemable Units, duly endorsed investment of the Unit Holder(s) in blank or accompanied by an assignment duly executed in blankthe Fund.
26.15 The Management Company shall not specifically use flipping mechanism (d) After i.e. redemption and re-issuance of units to the redemption date, Redeemable Units shall no longer constitute Outstanding Unitssame unit holders based on different NAV’s without cash settlement).
Appears in 1 contract
Samples: Trust Deed
Redemption of Units. Any redemption of Units by (a) Each Member other than any entity in the PubCo Holdings Group shall be entitled from time to time to cause the Company permitted to redeem and cancel all or a portion of such Member’s Class EX Units (such Member a “Redeeming Member”), together with an equal number of shares of Class C Common Stock, in exchange for (i) a number of shares of Class A Common Stock equal to the number of Class EX Units of such Redeeming Member to be redeemed or, (ii) at the Company’s election under Article III shall be conducted certain circumstances, cash in accordance with Section 4.6(d) (such right of a Redeeming Member being referred to herein as the “Redemption Right”), in each case, upon the terms and subject to the conditions set forth in this Section 3.134.6 and subject to PubCo’s (or such designated member(s) of the PubCo Holdings Group’s) Call Right as set forth in Section 4.6(m).
(ab) In order to exercise its Redemption Right, each Redeeming Member shall provide written notice (the “Redemption Notice”) in the form attached hereto as Exhibit B to the Company and PubCo, on or before any Redemption Notice Date, stating that the Redeeming Member elects to have redeemed on the next Redemption Date a stated number of Class EX Units, together with an equal number of shares of Class C Common Stock; provided, however, that in the event of a Special Redemption Date that is triggered upon the adoption by PubCo of a plan of dissolution or liquidation, concurrently with such adoption all of the Members holding Class EX Units shall be deemed, automatically and effective immediately upon such election and without the obligation to deliver any Redemption Notice, to have made an election to have redeemed all of their Class EX Units, together with an equal number of shares of Class C Common Stock, redeemed as of such adoption date. If a Redeeming Member delivers a Redemption Notice on or before any Redemption Notice Date, such Redeeming Member may not revoke or rescind such Redemption Notice after such Redemption Notice Date. Any Redemption Notice delivered for a Redemption on a Regular Redemption Date may not be contingent. Any Redemption Notice delivered for a Redemption on a Special Redemption Date may be made contingent solely upon the consummation of the Registered Offering or other transaction described in the notice of the Managing Member specifying such Special Redemption Date. Any notice by any Member pursuant to the Investor Rights Agreement to demand or participate in any Registered Offering shall be deemed to constitute a Redemption Notice for the related Special Redemption Date.
(c) On any Redemption Date for which any Redeeming Member has delivered a Redemption Notice on or prior to the related Redemption Notice Date, unless the Company elects to pay cash in accordance with Section 4.6(d) or PubCo (or such designated member(s) of the PubCo Holdings Group) exercises its Call Right pursuant to Section 4.6(m), the number of Class EX Units set forth in any such Redemption Notice, together with an equal number of shares of Class C Common Stock held by such Redeeming Member, shall be redeemed and canceled in exchange for a number of shares of Class A Common Stock equal to the number of Class EX Units redeemed.
(d) The Company shallshall be entitled to elect to settle any Redemption by delivering to the Redeeming Member, in lieu of the applicable number of shares of Class A Common Stock that would be received in such Redemption, an amount of cash equal to the Cash Election Amount for such shares.
(e) Each Member’s Redemption Right shall be subject to the following limitations and qualifications:
(i) The first Redemption shall only be permitted on the first Redemption Date after the Lock-Up Period;
(ii) thereafter, except as provided herein, Redemptions shall only be permitted on each Redemption Date;
(iii) a Redeeming Member shall only be permitted to redeem less than all of its Class EX Units if (A) after such Redemption it would continue to hold at least 50,000 Class EX Units and (B) it redeems not later less than 30 days before 50,000 Class EX Units in such Redemption;
(iv) the date fixed for Company shall not effect any Redemption of any Class EX Units, together with any shares of Class C Common Stock, held by Tiger, and Tiger shall not have the right to redeem any of its Class EX Units, along with any shares of Class C Common Stock, to the extent that, after giving effect to such redemption, give Tiger (together with its affiliates and any persons acting as a group together with Tiger or any of Tiger’s affiliates (such Persons, “Attribution Parties”)) would beneficially own in excess of the Beneficial Ownership Limitation; provided, however, that upon Tiger providing the Company with at least sixty-one (61) days’ written notice (pursuant to Section 12.11 hereof) at any time (the “Waiver Notice”), that Tiger wishes, to waive this Section 4.6(e)(iv) with regard to any or all shares of Class A Common Stock issuable upon redemption of the Class EX Units that are the subject of a Redemption Notice validly delivered by Tiger, together with a corresponding number of shares of Class C Common Stock, this Section 4.6(e)(iv) shall be of no force or effect with regard to those shares of Class A Common Stock referenced in the Waiver Notice. For purposes of the foregoing sentence, the number of shares of Class A Common Stock beneficially owned by Tiger shall include the number of shares of Class A Common Stock issuable upon redemption of the Class EX Units, together with the shares of Class C Common Stock, with respect to which such determination is being made, but shall exclude the number of shares of Class A Common Stock which are issuable upon (i) redemption of the remaining Class EX Units, together with shares of Class C Common Stock, beneficially owned by Tiger or any of its affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of PubCo subject to a limitation on conversion or exercise analogous to the Member at limitation contained herein beneficially owned by Tiger or any of its last address designated affiliates or Attribution Parties. Except as set forth in the preceding sentence, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 4.6(e)(iv), in determining the number of outstanding shares of Class A Common Stock, Tiger may rely on the records number of outstanding shares of Class A Common Stock as stated in the most recent of the Company following: (i) PubCo’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by PubCo and (iii) a more recent written notice by PubCo or the Transfer AgentAgent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of Tiger, PubCo shall within one Trading Day confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the redemption, conversion or exercise of securities of PubCo, including the shares of Class C Common Stock, by registered Tiger or certified mailits affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. In the event that the issuance of shares of Class A Common Stock to Tiger upon redemption of Tiger’s Class EX Units, postage prepaidtogether with its shares of Class C Common Stock, results in Tiger and its affiliates and Attribution Parties being deemed to beneficially own, in the aggregate, shares of Class A Common Stock in excess of the Beneficial Ownership Limitation (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which Tiger, its affiliates and its other Attribution Parties’ aggregate beneficial ownership exceeds the Beneficial Ownership Limitation (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and Tiger shall not have the power to vote or overnight courier of national reputationto transfer the Excess Shares. The notice provisions of this Section 4.6(e)(iv) shall not be construed and implemented in a manner otherwise than in strict conformity with the definition of Beneficial Ownership Limitation to correct this section (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation; and
(v) any Redemption of Class EX Units issued after the date hereof (other than in connection with any recapitalization), including such Class EX Units issued to Members as of the date hereof, may be limited in accordance with the terms of any agreements or instruments entered into in connection with such issuance, as deemed necessary or desirable in the discretion of the Managing Member.
(f) If the Company has more than 100 partners within the meaning of Treasury Regulations Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)), assuming for such purpose that each Legacy Owner is treated as a single partner within the meaning of Treasury Regulations Section 1.7704-1(h) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)), the Managing Member may impose additional limitations and restrictions on Redemptions (including limiting Redemptions or creating priority procedures for Redemptions), to the extent it determines, in Good Faith, such limitations and restrictions to be necessary to avoid undue risk that the Company may be classified as a “publicly traded partnership” within the meaning of Section 7704 of the Code.
(g) For U.S. federal income (and applicable state and local) tax purposes, each of the Redeeming Member, the Company and PubCo (and any other member of the PubCo Holdings Group), as the case may be, agree to treat each Redemption and, in the event PubCo (or another member of the PubCo Holdings Group) exercises its Call Right, each transaction between the Redeeming Member or selling Member and PubCo (or such other member of the PubCo Holdings Group), as a sale of such Member’s Class EX Units (together, if applicable, with the same number shares of Class C Common Stock) to PubCo (or such other member of the PubCo Holdings Group) in exchange for shares of Class A Common Stock or cash, as applicable.
(h) Each Redemption shall be deemed to have been given when so mailedeffected on the applicable Redemption Date. The notice Any Member redeeming Class EX Units in accordance with this Agreement may request that the shares of Class A Common Stock to be issued upon such Redemption be issued in a name other than such Member. Any Person or Persons in whose name or names any shares of Class A Common Stock are issuable on any Redemption Date shall specify the Redeemable Unitsbe deemed to have become, on such Redemption Date, the date fixed for redemption, the place holder or holders of payment, that payment record of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be madeshares.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Samples: Business Combination Agreement (Spartan Acquisition Corp. II)
Redemption of Units. Any 7.16.1 Each Trust Unitholder shall be entitled to require the Trust to redeem at any time or from time to time at the demand of the Trust Unitholder all or any part of the Trust Units registered in the name of the Trust Unitholder at the prices determined and payable in accordance with the conditions hereinafter provided.
7.16.2 To exercise a Trust Unitholder’s right to require redemption under this Section 7.16, a duly completed and properly executed notice requiring the Trust to redeem Trust Units, in a form reasonably acceptable to the Trustees, together with written instructions as to the number of Trust Units to be redeemed, shall be sent to the Transfer Agent with a copy to the Trust at the head office of the Trust. A Trust Unitholder not otherwise holding a registered Unit certificate that wishes to exercise the redemption right will be required to obtain a redemption notice form from the Trust Unitholder’s investment dealer who will be required to deliver the completed redemption notice form to the Trust and to CDS. No form or manner of completion or execution shall be sufficient unless the same is in all respects reasonably acceptable to the Trustees and is accompanied by any further evidence that the Trustees may reasonably require with respect to the identity, capacity or authority of the person giving such notice.
7.16.3 Upon receipt by the Company permitted under Article III Transfer Agent and the Trust of the notice to redeem Trust Units, the Trust Unitholder shall thereafter cease to have any rights with respect to the Trust Units tendered for redemption (other than to receive the redemption payment therefor) including the right to receive any distributions thereon which are declared payable to the Trust Unitholders of record on a date which is subsequent to the day of receipt by the Trust of such notice. Units shall be conducted considered to be tendered for redemption on the date that the Trust has, to the satisfaction of the Trustees, received the notice and other required documents or evidence as aforesaid.
7.16.4 Upon receipt by the Transfer Agent and the Trust of the notice to redeem Trust Units in accordance with this Section 3.13.7.16, the holder of the Trust Units tendered for redemption shall be entitled to receive a price per Trust Unit (the “Redemption Price”) equal to the lesser of:
(a) The Company shall, not later than 30 days before 90% of the “market price” of the Trust Units calculated on the date fixed (the “Redemption Date”) on which the Trust Units were surrendered for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be made.; and
(b) The aggregate redemption price 100% of the “closing market price” on the principal market on which the Trust Units are listed for Redeemable Units shall be trading, on the Redemption Date; For the purposes of this calculation, “market price” as at a specified date will be:
(a) an amount equal to the Current Market Price weighted average trading price of a Trust Unit on the principal exchange or market on which the Units are listed or quoted for trading during the period of ten consecutive trading days ending on such date;
(b) an amount equal to the date of determination of which shall be the date fixed for redemption) of Units weighted average of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery closing market prices of a promissory note of the Company in Trust Unit on the principal amount exchange or market on which the Trust Units are listed or quoted for trading during the period of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first ten consecutive trading days ending on such installment commencing one year after the redemption date (ordate, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) applicable exchange or (iii) market does not provide information necessary to compute a combination of cash and a promissory note having the terms described in clause (ii).weighted average trading price; or
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, if there was trading on the redemption applicable exchange or market for fewer than five of the ten trading days, an amount equal to the simple average of the following prices established for each of the ten consecutive trading days ending on such date: the simple average of the last bid and last asking price of the Trust Units for each day on which there was no trading; the closing price of the Trust Units for each day that there was trading if the exchange or market provides a closing price; and the simple average of the highest and lowest prices of the Trust Units for each day that there was trading, if the market provides only the highest and lowest prices of Trust Units traded on a particular day. The “closing market price” of a Trust Unit for the purpose of the foregoing calculations, as at any date or will be:
(iia) in an amount equal to the case weighted average trading price of Redeemable Units evidenced by Certificates, upon surrender, a Trust Unit on the redemption principal exchange or market on which the Trust Units are listed or quoted for trading on the specified date and the principal exchange or thereafter, by or on behalf market provides information necessary to compute a weighted average trading price of the Member, Units on the specified date;
(b) an amount equal to the closing price of a Trust Unit on the principal market or exchange if there was a trade on the specified date and the principal exchange or market provides only a closing price of the Certificates evidencing Trust Units on the Redeemable Unitsspecified date;
(c) an amount equal to the simple average of the highest and lowest prices of the Trust Units on the principal market or exchange, duly endorsed in blank if there was trading on the specified date and the principal exchange or accompanied by an assignment duly executed in blank.market provides only the highest and lowest trading prices of the Trust Units on the specified date; or
(d) After the simple average of the last bid and last asking prices of the Trust Units on the principal market or exchange, if there was no trading on the specified date. If Trust Units are not listed or quoted for trading in a public market, the Redemption Price will be the fair market value of the Trust Units, which will be determined by the Trustees in their sole discretion.
7.16.5 Subject to the provisions of subsections 7.16.6 and 7.16.7, the Redemption Price payable in respect of the Trust Units tendered for redemption dateduring any calendar month shall be paid by cheque, Redeemable drawn on a Canadian chartered bank or a trust company in lawful money of Canada, payable at par to, or to the order of, the Trust Unitholder who exercised the right of redemption within 30 days after the end of the calendar month in which the Trust Units were tendered for redemption. Payments made by the Trust of the Redemption Price are conclusively deemed to have been made upon the mailing of a cheque in a postage prepaid envelope addressed to the former Trust Unitholder unless such cheque is dishonoured upon presentment. Upon such payment, the Trust shall no longer constitute Outstanding Unitsbe discharged from all liability to the former Trust Unitholder in respect of the Trust Units so redeemed.
Appears in 1 contract
Samples: Contract of Trust
Redemption of Units. Any redemption of Units by the Company permitted under Article III shall be conducted in accordance with this Section 3.13.added and read as follows:
(a) The Company shallTrust shall complete the Redemption by paying the Redemption Price to each Redemption Unitholder, not later than 30 days before the date fixed for redemptionwithout any further act or formality, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be madeRedemption Date.
(b) The Trust shall cause to be delivered to the registered Redemption Unitholders a cheque or a wire transfer representing the aggregate redemption price for Redeemable Units Redemption Price required to be paid to each such Redemption Unitholder pursuant to Section 3.9.1(a). Payments made by the Trust or its agents of the Redemption Price are conclusively deemed to have been made upon the mailing of a cheque in a postage prepaid envelope addressed to the Redemption Unitholder or upon transmission of said wire transfer, as applicable unless such cheque or wire transfer is dishonoured upon presentment or transmission, as applicable. Upon such payment, the Trust shall be an amount equal discharged from all liability to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units former Redemption Unitholders, including in respect of the class Trust Units so redeemed. Under no circumstances will interest be paid to any Redemption Unitholder on any payment to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Unitsmade hereunder, net regardless of any costs or expenses incurred by the Company delay in connection with making such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii)payment.
(c) The Member Trust and its agents shall be entitled to deduct or its duly authorized representative withhold from any amount payable to any Redemption Unitholder as a consequence of the Redemption, such amounts as the Trust or any agent is required or permitted to deduct or withhold with respect to such payment under the Tax Act, or any other provision of provincial, local or foreign tax law, in each case, as amended. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Redemption Unitholder in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate taxing authority.
(d) The Trust shall not distribute, allocate or otherwise designate or pay or make payable, any of the Trust Income or Net Realized Capital Gains of the Trust to a Redemption Unitholder in connection with the Redemption of a Redemption Unitholder’s Trust Units.
(e) All Trust Units that are redeemed on the Redemption Date shall be cancelled on the Redemption Date and such Trust Units shall no longer be outstanding and shall not be reissued and the holders thereof shall no longer be considered Unitholders of the Trust or entitled to any rights as Unitholders including any right to receive distributions or other amounts from the Trust, but shall only be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blankRedemption Price.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Samples: Redemption Agreement (Brookfield Asset Management Inc.)
Redemption of Units. Any 11.4.1 The Trustee shall, at any time during the life of the Trust, authorize redemption of Units out of the Deposited Property through Distribution Companies.
11.4.2 Application for redemption of Units shall be made, during any Subscription Day, by completing the prescribed application for redemption form and submitting it at the authorized branch or office of the Distribution Company. The Application for redemption of units shall be accompanied by the relevant certificate, if issued, duly endorsed on the back. The Management Company permitted under Article III may make arrangements to accept redemption requests through electronic or other means. No person shall be conducted entitled to redeem only part of the Units comprised in a Certificate, however, a Certificate may be split for this purpose, and in case where Certificate is not issued, any number of Units may be redeemed by the Unit Holder thereof.
11.4.3 The Trustee may, with the approval of the Management Company, dispense with the production of any Certificate that shall have become lost, stolen or destroyed upon compliance by the Unit Holder with the like requirements to those arising in the case of any application by him for the replacement thereof.
11.4.4 The amount payable on redemption shall be paid to the Unit Holder or in the case of Joint Unit Holders, to the first named Joint Unit Holder, by crossed cheque or bank draft or any other mode of payment at the request of the Unit Holder, after receipt of a properly documented request for redemption of the Units in terms of this Deed, provided that Redemption is not suspended in terms of the Deed.
11.4.5 The receipt of the Unit Holder for any moneys payable in respect of the Units shall be a good discharge to the Trustee and if several persons are registered as joint Unit Holders the first named Joint Unit Holder may give effectual receipt for any such moneys.
11.4.6 Application for redemption of Units will be received at the authorised offices or branches of the Distribution companies on all Subscription Days. Payment of units so redeemed shall be made within six Business Days from the date of presentation of the duly completed Application for Redemption at the authorized branch or office of the Distribution Companies. Where redemption requests on any one Subscription Day exceed ten percent of the total number of Units in issue , redemption requests in excess of ten percent may be deferred in accordance with this Section 3.13the procedure elaborated in Clause 12 hereof.
(a) 11.4.7 The Distribution Company shall, not later than 30 days before shall verify the date fixed particulars given in the application for redemption, give notice redemption of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputationUnits. The notice signature of any Unit Holder or Joint Unit Holder to any document required to be signed by him under or in connection with the application for redemption of Units may be verified by a banker or broker or other responsible person or otherwise authenticated to their reasonable satisfaction.
11.4.8 A redemption request shall be deemed to have been given when so mailed. The notice shall specify made in accordance with the Redeemable Unitsprovisions of the Offering Document or a Supplementary Offering Document if such documents prescribe automatic redemption under certain circumstances.
11.4.9 Where lien/pledge/charge is recorded in the Register, the date fixed for redemption, Management Company and the place of payment, that Trustee may concur to make payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (pledgee if joint request is received from the date Unit Holder and the Pledgee and on receipt of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs indemnification as Management Company or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii)Trustee may require.
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Samples: Trust Deed
Redemption of Units. Any The Investment Manager will take steps for the redemption of Units by on or before the Company permitted under Article III shall be conducted expiry of the Term of the Fund in accordance with the terms of the Indenture and this Section 3.13.
(a) Agreement. The Company shall, not later than 30 days Investment Manager will use all reasonable efforts to exit/liquidate all the Fund’s investments for cash before the date fixed for redemptionexpiry of its Term, give notice and the liquidation proceeds along with other distributable income or assets (in case of redemption to the Member at its last address designated on the records any permitted in specie distributions) of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputationFund will be distributed as detailed in Clause 10 below. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment Investment Manager may redeem such part of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, required (i) in cashto make distributions pursuant to Clause 10, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption priceto return Capital Contributions pursuant to Clauses 2.6 or 3.1, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having pursuant to Clause 2.21 or (iv) pursuant to Clause 9. The redemption price for any Units redeemed pursuant to sub- clause (i) above shall be determined by the terms described Investment Manager as necessary to effect distributions in accordance with Clause 10. The redemption price for any Units redeemed pursuant to sub-clause (ii).
) above shall be the amount paid by the relevant Contributor for such Units. The redemption price for any Units redeemed pursuant to sub-clause (ciii) above shall be determined in accordance with Clause 2.21. The Member or its duly authorized representative redemption price for any Units redeemed pursuant to sub-clause (iv) above shall be determined in accordance with Clause 9. Upon the redemption of a Unit, the Contributor shall cease to be entitled to any rights in respect thereof (excepting always the right to receive a dividend which has been declared thereof prior to such redemption being effected) and accordingly its name shall be removed from the payment for Redeemable register of Contributors with respect to such redeemed Units. The Investment Manager shall cause the Units not redeemed by the Fund during the Term to be redeemed as soon as practicable after the Term comes to the end. Subject to Clause 10 of this Agreement, the redemption of units shall be effected at the place of payment specified in prevailing valuation or at such other redemption price as the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blankInvestment Manager may deem appropriate.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Samples: Contribution Agreement
Redemption of Units. Any redemption of Units by (a) Each Member other than the PubCo Holdings Group shall be entitled from time to time to cause the Company permitted to redeem all or a portion of such Member’s Units (such Member a “Redeeming Member”), together with an equal number of Class B Shares, in exchange for Class A Shares or, at the Company’s election under Article III shall be conducted certain circumstances, cash in accordance with Section 4.6(d) (referred to herein as the “Redemption Right”), upon the terms and subject to the conditions set forth in this Section 3.13.
4.6 and subject to PubCo’s (aor such designated member(s) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later PubCo Holdings Group’s) Call Right as set forth in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be madeSection 4.6(m).
(b) The aggregate redemption price In order to exercise its Redemption Right, each Redeeming Member shall provide written notice in a reasonable form as the Company may provide from time to time (the “Redemption Notice”) to the Company and PubCo, on or before any Redemption Notice Date, stating that the Redeeming Member elects to have redeemed on the next Redemption Date a stated number of Units, together with an equal number Class B Shares. Upon delivery of any Redemption Notice by any Member on or before any Redemption Notice Date, such member may not revoke or rescind such Redemption Notice after such Redemption Notice Date. Any Redemption Notice delivered for Redeemable Units a Redemption on a Regular Redemption Date may not be contingent. Any Redemption Notice delivered for a Redemption on a Special Redemption Date may be made contingent on the consummation of the Registered Offering or other transaction described in the notice of the Managing Member specifying such Special Redemption Date. Any notice by any Member pursuant to the Registration Rights Agreement to demand or participate in any Registered Offering shall be an amount equal deemed to constitute a Redemption Notice for the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii)related Special Redemption Date.
(c) The On any Redemption Date for which any Member delivered a Redemption Notice with respect to Units, unless the Company elects to pay cash in accordance with Section 4.6(d) or PubCo (or such designated member(s) of the PubCo Holdings Group) exercises its duly authorized representative Call Right pursuant to Section 4.6(m), on such Redemption Date such number of Units, together with an equal number of Class B Shares, shall be entitled to receive the payment redeemed for Redeemable Units at the place an equal number of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blankClass A Shares.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Samples: Limited Liability Company Agreement (OneWater Marine Inc.)
Redemption of Units. Any redemption of Units by the Company permitted under Article III shall be conducted in accordance with this Section 3.13.
(a) The Company shallSubsequent to June 16, not later than 30 days before 2010 (the date fixed for redemption“Redemption Date”), give notice of redemption each Non-Parent Member shall have the right (subject to the terms and conditions set forth herein) to require the Company to redeem all or a portion of the Units held by such Non-Parent Member at its last address designated (such Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided, however, if such Member is Xxxxxx X. Xxxxx, an Affiliate of Xxxxxx X. Xxxxx or a member of Xxxxxx X. Xxxxx’x Family Group, such Redemption right shall only be exercisable after December 31, 2012. The tendering Non-Parent Member shall have no right, with respect to any Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to Parent and the Company by the Non-Parent Member who is exercising the right (the “Tendering Member”). The Cash Amount shall be payable to the Tendering Member on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be madeSpecified Redemption Date.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal Notwithstanding Section 12.2(a) above, if a Non-Parent Member has delivered to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by Parent and the Company in connection with such redemption. Subject to a Notice of Redemption then the Delaware ActParent may, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note and absolute discretion elect to assume and satisfy the Company’s Redemption obligation and acquire some or all of the Company Tendered Units from the Tendering Member in exchange for the principal amount Common Shares Amount (as of the redemption priceSpecified Redemption Date) and, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interestif Parent so elects, the first Tendering Member shall sell the Tendered Units to Parent in exchange for the Common Shares Amount. In such installment commencing one year event, the Tendering Member shall have no right to cause the Company to redeem such Tendered Units. Parent shall give such Tendering Member written notice of its election on or before the close of business on the fifth Business Day after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender its receipt of the Certificates evidencing Notice of Redemption, and the Tendering Member may elect to withdraw its redemption request at any time prior to the acceptance of the Cash Amount or Common Shares Amount by such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii)Tendering Member.
(c) The Member or its duly authorized representative Common Shares Amount, if applicable, shall be entitled to receive the payment for Redeemable Units at the place delivered as duly authorized, validly issued, fully paid and nonassessable Common Shares and, if applicable, free of payment specified any pledge, lien, encumbrance or restriction, other than those provided in the notice charter or the bylaws of redemption Parent, the Securities Act of 1933, as amended, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such Common Shares entered into by the Tendering Member. Notwithstanding any delay in such delivery (i) in but subject to Section 12.2(e)), the case Tendering Member shall be deemed the owner of uncertificated Redeemable Unitssuch Common Shares for all purposes, on the redemption date including without limitation, rights to vote or (ii) in the case of Redeemable Units evidenced by Certificatesconsent, upon surrenderand receive dividends, on the redemption date or thereafter, by or on behalf as of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blankSpecified Redemption Date.
(d) After the redemption date, Redeemable Each Non-Parent Member covenants and agrees that all Tendered Units shall be delivered free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, Parent or the Company, as the case may be, shall be under no longer constitute Outstanding obligation to acquire the same. Each Non-Parent Member further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to Parent or the Company, as the case may be, such Non-Parent Member shall assume and pay such transfer tax.
(e) Notwithstanding anything herein to the contrary, with respect to any Redemption or exchange for Common Shares pursuant to this Section 12.2: (i) without the consent of the Board of Managers, each Non-Parent Member may not effect a Redemption for less than 100 Units or, if the Non-Parent Member holds less than 100 Units, less than all of the Units held by such Non-Parent Member; (ii) the consummation of any Redemption or exchange for Common Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended; and (vi) each Tendering Member shall continue to own all Units subject to any Redemption or exchange for Common Shares, and be treated as a Non-Parent Member with respect to such Units for all purposes of this Agreement, until such Units are transferred to Parent or the Company, as the case may be, and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Member shall have no rights as a stockholder of Parent with respect to such Tendering Member’s Units.
(f) In the event that the Company issues additional Units to any Person who is admitted to the Company as a Member pursuant to the terms of this Agreement, the Board of Managers may make such revisions to this Section 12.2 as it determines are necessary to reflect the issuance of such additional Units.
(g) Notwithstanding anything herein to the contrary, upon the occurrence of a Parent Change of Control or Company Change Control, each Non-Parent Member may cause a Redemption immediately prior to such event.
(h) Notwithstanding any other provision of this Section 12.2, Plan Units shall not be subject to the Redemption rights set forth in this Section 12.2.
Appears in 1 contract
Samples: Limited Liability Company Agreement (COHEN & Co INC.)
Redemption of Units. Any redemption of Units by the Company permitted under Article III shall be conducted redeemed on the acceptance deadline for unit transactions in accordance with this Section 3.13.
(a) The Company shallAppendix A "Overview of the sub-fund" at the net asset value per unit of the corresponding unit class of the corresponding sub-fund, not later than 30 days before less the date fixed for redemption, give notice of pos- sible due redemption premium and any possible taxes and duties. Redemption applications must be submitted to the Member Custodian at its last address designated on the records latest by the acceptance deadline. If a redemption order is received after the acceptance deadline, it shall be reserved for the following redemption date. In the case of or- ders placed with distribution agents in Liechtenstein and abroad, earlier deadlines for the subscription of orders may be set to ensure the punctual forwarding of these orders to the Custodian in Liechtenstein. These deadlines may be ob- tained from the individual Distribution Agents. Information about the redemption date, the valuation interval, the acceptance deadline as well as the level of the Company or possible due maximum redemption premium is set out in Appendix A "Overview of the Transfer Agentsub-fund". As it is necessary to ensure that the assets of the UCITS contain a reasonable proportion of liquid assets, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall units will be deemed to have been given when so mailed. The notice shall specify paid out within two bank working days following the Redeemable Units, the date fixed for redemption, the place of payment, that payment calculation of the redemption price will be made upon price. This shall not apply in the event that in accordance with statutory regulations, such as for example foreign exchange and transfer restrictions or due to other circumstances that lie beyond the control of the Depository Bank, the transfer of the redemption sum is rendered impossible. If the payment, at the request of the Redeemable Units (orInvestor, if later is to be performed in a currency other than the case of Redeemable Units evidenced by Certificatescurrency in which the re- spective units have been invested, upon surrender the sum that is to be paid out shall be calculated in accordance with the proceeds of the Certificates evidencing such Redeemable Units) conversion from the reference currency into the payment currency, less any fees and that on and after duties. With the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount payment of the redemption price, bearing interest at the rate corresponding unit shall be extinguished. If the execution of 8% annually and payable a redemption application means that the holding of the respective Investor falls below the minimum investment in three equal annual installments the corresponding unit class specified in Appendix A "Overview of principal together with accrued interestthe sub-fund", the first such installment commencing one year after Management Com- pany may without issuing further notification to the Investor treat this redemption application as an application to redeem all of the units in this unit class held by the corresponding Investor, or as an application to convert the remaining units into another unit class of the same sub-fund with the same reference currency, whose participation conditions are fulfilled by the Investor. The Management Company and/or the Custodian may redeem units unilaterally in return for payment of the redemption date (orprice, if later insofar as this is deemed necessary in the case interest of Redeemable Units evidenced by Certificates, upon surrender or for the protection of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the MemberInvestor, of the Certificates evidencing the Redeemable UnitsManagement Com- pany or of one or more sub-funds, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.particular if:
Appears in 1 contract
Samples: Trust Agreement
Redemption of Units. Any redemption No Member shall have the right to redeem its Units, withdraw from the Company or otherwise obtain the return of all or any portion of his Capital Account balance for a period of one year after such Member’s initial purchase of Units, except in the event of the Member’s death within the first year of his or her purchase of Units. Redemptions of Units by after a minimum one year holding period and before the Company permitted under Article III five year holding period as set forth below shall be conducted permitted in accordance with this Section 3.13.Article 8. The Managers shall have the right, in their sole discretion, to redeem the Units of any Member who holds less than 2,000 Units. No penalty will be assessed in connection with such redemption of less than 2,000 Units by the Managers. Additionally, as set forth below there shall be a limited right of withdrawal upon the death of a Member. A Member may redeem its Units upon the following terms:
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption A Member wishing to have his Units redeemed must mail or deliver a written request (a “Redemption Request”) to the Member at its last address designated on Company (executed by the records of the Company trustee or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later authorized agent in the case of Redeemable Retirement Plans) in substantially the form of Exhibit A attached hereto indicating the number of Units evidenced that such Member wishes to be redeemed. A Member may request that fewer than all of such Member’s Units be redeemed. In connection with a Redemption Request, a Member shall provide such information and documents as may be reasonably requested by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be madeManagers.
(b) The aggregate redemption price for Redeemable In the event that the Managers decide to honor a Redemption Request, they will cause the Company to redeem all the Units shall (or portion thereof) requested to be an amount equal redeemed by the Member, subject to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually conditions and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii)limitations set forth herein.
(c) The Company shall attempt to redeem Units on a quarterly basis. Redemptions (or partial redemptions), if any, shall be paid at the end of the calendar quarter following the quarter in which the Redemption Request is received by the Company. Units redeemed by the Company pursuant to this Article 8 shall be promptly canceled.
(d) The purchase price for redeemed Units shall be equal to:
(i) For redemptions beginning after one year (but before two years) following the date of acquisition of the redeemed Units, 92% of the actual purchase price for the Units paid by the redeeming Member or its duly authorized representative 92% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(ii) For redemptions beginning after two years (but before three years) following the date of acquisition of the redeemed Units, 94% of the actual purchase price for the Units paid by the redeeming Member or 94% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(iii) For redemptions beginning after three years (but before four years) following the date of acquisition of the redeemed Units, 96% of the actual purchase price for the Units paid by the redeeming Member or 96% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(iv) For redemptions beginning after four years (but before five years) following the date of acquisition of the redeemed Units, 98% of the actual purchase price for the Units paid by the redeeming Member or 98% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less;
(v) For redemptions beginning after five years following the date of acquisition of the redeemed Units, 100% of the actual purchase price for the redeemed Units or 100% of the Member’s Capital Account balance as of the date of each redemption payment, whichever is less. Notwithstanding the foregoing, with respect to any Redemption Request, the maximum number of Units which may be redeemed per quarter shall not exceed the greater of (i) 100,000 Units, or (ii) 25% of the Member’s total outstanding Units. For Redemption Requests that require more than one quarter to fully redeem, redemption payments will be made at the end of each calendar quarter. Except as set forth below, the percentage discount amount that applies when the redemption payments begin will continue to apply throughout the entire redemption period and will apply to all Units covered by such Redemption Request regardless of when the final redemption payment is made. DRIP Units shall be entitled subject to receive the payment same holding period and redemption values applicable to the original purchased Units with respect to which the Company distributed the Cash Available for Redeemable Units at Distribution that was used to purchase those DRIP Units. If redemption payments are delayed because the place Company suspends all redemptions, then when such delayed payments recommence, the percentage discount amount applied to the remaining payments will be determined as of payment specified the recommencement date.
(e) A portion of the early withdrawal penalty payments shall be applied toward the next installments of principal under the Formation Loans owed to the Company by Redwood Mortgage Corp., thereby reducing the amount owed to the Company from Redwood Mortgage Corp. Such portion will be determined by the ratio between the amounts or initial amounts of the Formation Loans and the total amount of the Organization and Offering Expenses incurred by the Company in the notice Offering of redemption Units, and the balance will be applied to increase other Members’ capital.
(f) Notwithstanding the foregoing, the Company will not, (i) in the case of uncertificated Redeemable Unitsany calendar year, on the redemption date redeem more than 5%, or (ii) in the case of Redeemable Units evidenced by Certificatesany calendar quarter, upon surrender, on the redemption date or thereafter, by or on behalf of the Memberredeem more than 1.25%, of the Certificates evidencing weighted average number of Units outstanding during the Redeemable Unitstwelve (12) month period immediately prior to the date of the redemption. In addition, duly endorsed the Managers may, in blank their sole discretion, further limit the percentage of the total Members’ Units that may be redeemed or accompanied may adjust the timing of scheduled redemptions (including deferring withdrawals indefinitely), to the extent that such redemption would cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or any Treasury Regulations promulgated thereunder (determined without reference to Code Section 469(i)). In the event that Redemption Requests in excess of the foregoing limitations are received by an assignment duly executed the Managers, such Redemption Requests will be honored in blankthe following order of priority: (1) first, to redemptions upon the death of a Member; and (2) next, to other Redemption Requests until all other requests for redemption have been met. All Redemption Requests shall be honored on a pro rata basis, based on the amount of Redemption Requests received in the preceding quarter plus unfulfilled Redemption Requests that the Company was unable to honor in prior quarter(s).
(dg) Unfulfilled Redemption Requests carried over from a prior quarter shall not receive priority over Redemption Requests received by the Managers in the current quarter.
(h) In the event that a Member has an unfulfilled Redemption Request, the Member may withdraw such Redemption Request at any time by sending a written notice of withdrawal to the Company. If the Company receives the notice of withdrawal on a date that is less than thirty (30) days prior to the next scheduled redemption payment, then that payment shall be made but all subsequent payments to the Member shall cease. If the Company receives the notice of withdrawal on a date that is more than thirty (30) days prior to the next scheduled redemption payment, then all redemption payments to such Member shall cease.
(i) After withdrawing a pending Redemption Request in accordance with subsection (h) above, the redemption date, Redeemable Units shall no longer constitute Outstanding Units.withdrawing Member may thereafter submit another Redemption Request to the Company at a later
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Redwood Mortgage Investors IX)
Redemption of Units. Any redemption of Units A Unitholder shall not have the right to tender any Unit(s) owned by the Company permitted under Article III shall be conducted in accordance with this Section 3.13.
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption him or her to the Member at its last address designated on Trustee until the records of the Company or the Transfer AgentMandatory Termination Date. However, by registered or certified mailDepositor-Sponsor, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, may authorize the Trustee to redeem Unit(s). A Unitholder shall inform the Trustee in writing of the Unitholder's desire to have the Trustee redeem Unit(s) owned by the Unitholder. The Trustee shall inform the Depositor-Sponsor in writing of any Unitholder's desire to have his or her Unit(s) redeemed (i"Redemption Notice"). The Depositor-Sponsor shall notify the Trustee in writing of its decision to redeem such Unit(s) no later than 30 days after receipt of the Redemption Notice. The Depositor-Sponsor reserves the right to charge a reasonable redemption fee to any Unitholder who is permitted to redeem his or her Unit(s) at the discretion of the Depositor-Sponsor and to deduct any taxes or changes incurred by the Trustee in cashconnection with the redemption from the Unitholder's redemption funds. The determination of the Unit Value shall be based solely upon the most recent Evaluation outstanding as of on the date of the Redemption Notice. The Trustee and Depositor-Sponsor shall not be liable in any way for any loss which may result from reduction of the value of the Unit. EXCEPT AS SPECIFICALLY DIRECTED BY THE DEPOSITOR-SPONSOR, THE TRUSTEE IS NOT EMPOWERED TO SELL THE SECURITIES OF THE TRUST IN ORDER TO MAKE FUNDS AVAILABLE FOR REDEMPTION IF FUNDS ARE NOT OTHERWISE AVAILABLE IN THE CAPITAL ACCOUNT TO MEET REDEMPTIONS. In the event any Unit(s) are tendered by a Unitholder and accepted by the Depositor-Sponsor pursuant to this Section, the Trustee shall, no later than 60 days after the date the Depositor-Sponsor notifies the Trustee of its decision to authorize the Trustee to redeem the Unit(s), (ii1) by delivery liquidate Securities, other than the Assignment of a promissory note of Rents, in order to receive upon such liquidation an amount expected to equal the Company in Redemption Value due and owing to such redeeming Unitholder, and (2) deliver funds equal to the principal Redemption Value to the Depositor-Sponsor who shall promptly remit the same to the redeeming Unitholder and (3) debit the amount of such Redemption Value from the redemption price, bearing interest at Capital Account. Unit Certificates evidencing Units redeemed pursuant to this Section 5.3 shall be cancelled by the rate of 8% annually Trustee and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Unit or Units evidenced by Certificatessuch Unit Certificates shall be terminated by such redemption. In the event that a Unit Certificate shall be tendered representing a number of Units greater than those requested to be redeemed by the Unitholder, the Trustee shall issue to such Unitholder, provided such Unitholder requests such Units be certificated, upon surrender payment of any tax or charges of the Certificates character referred to in this Section 5.3, a new Unit Certificate evidencing the Units representing the balance of the Unit Certificate so tendered and not redeemed. Upon the redemption of any Unit(s), the Depositor-Sponsor, through NASD broker-dealers, may sell additional Units in the Trust to other qualified purchaser(s) in accordance with all applicable securities laws. In such Redeemable Units) an event, the Depositor-Sponsor shall deposit either the net proceeds or (iii) a combination of cash and a promissory note having additional Securities in the terms described Trust so that no Unitholder's ownership interest in clause (ii).
(c) The Member or its duly authorized representative the Trust shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf diluted as a result of the Member, issuance of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding new Units.
Appears in 1 contract
Samples: Trust Agreement (Gen Net Realty Unit Investment Trust Corporate Govt Series)
Redemption of Units. Any redemption Units of Units by the Company permitted under Article III a sub-fund shall be conducted redeemed on the acceptance deadline for unit transactions in accordance with this Section 3.13.
(a) The Company shallAppendix A "Overview of the sub-fund" at the net asset value per unit of the corresponding unit class of the corresponding sub-fund, not later than 30 days before less the date fixed for redemption, give notice of possible due redemption premium and any possible taxes and duties. Redemption applications must be submitted to the Member Custodian at its last address designated on the records latest by the acceptance deadline. If a redemption order is received after the acceptance deadline, it shall be reserved for the following redemption date. In the case of or- ders placed with distribution agents in Liechtenstein and abroad, earlier deadlines for the subscription of orders may be set to ensure the punctual forwarding of these orders to the Custodian in Liechtenstein. These deadlines may be ob- tained from the individual distribution agents. Information about the redemption date, the valuation interval, the acceptance deadline as well as the level of the Company or possible due maximum redemption premium is set out in Appendix A "Overview of the Transfer Agentsub-fund". As it is necessary to ensure that the assets of the respective sub-fund contain a reasonable proportion of liquid assets, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall units will be deemed to have been given when so mailed. The notice shall specify paid out within two bank working days following the Redeemable Units, the date fixed for redemption, the place of payment, that payment calculation of the redemption price will be made upon price. This shall not apply in the event that in accordance with statutory regulations, such as for example foreign exchange and transfer restrictions or due to other circumstances that lie beyond the control of the Depository Bank, the transfer of the redemption sum is rendered impossible. If the payment, at the request of the Redeemable Units (orInvestor, if later is to be performed in a currency other than the case of Redeemable Units evidenced by Certificatescurrency in which the re- spective units have been invested, upon surrender the sum that is to be paid out shall be calculated in accordance with the proceeds of the Certificates evidencing such Redeemable Units) and that on and after conversion from the date fixed for redemption no further allocations or distributions to which reference currency into the Member would otherwise be entitled in respect of payment currency, less any fees. With the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount payment of the redemption price, bearing interest at the rate corresponding unit shall be extinguished. The Management Company and/or the Custodian may redeem units unilaterally in return for payment of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (orprice, if later insofar as this is deemed necessary in the case interest of Redeemable Units evidenced by Certificates, upon surrender or for the protection of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the MemberInvestor, of the Certificates evidencing Management Com- pany or of one or more sub-funds, in particular if:
a) there is a suspicion that by acquiring the Redeemable Unitsunits the respective Investor is engaging in "market timing", duly endorsed "late trading" or other market techniques that could be detrimental to the Investors as a whole;
b) the Investor does not meet the conditions for the acquisition of the units; or
c) the units are distributed in blank a state in which the respective sub-fund is not licensed for distribution or accompanied have been ac- quired by an assignment duly executed in blank.
(d) After a person for whom the acquisition of the units is not permitted. The Management Company shall ensure that the redemption dateof units is settled on the basis of a net asset value per unit that is unknown to the Investor at the time of the application (forward pricing). If the execution of a redemption application means that the holding of the respective Investor falls below the minimum investment in the corresponding unit class specified in Appendix A "Overview of the sub-fund", Redeemable Units shall no longer constitute Outstanding Unitsthe Management Com- pany may without issuing further notification to the Investor treat his redemption application as an application to redeem all of the units in this unit class held by the corresponding Investor, or as an application to convert the remaining units into another unit class of the same sub-fund, with the same reference currency, whose participation conditions are ful- filled by the Investor. The redemption of fund units may be suspended if Art. 12 of the Trust Agreement is applicable. Material expenses are not permitted.
Appears in 1 contract
Samples: Trust Agreement
Redemption of Units. Any redemption of Units by (a) Each Member other than the Corporation Holdings Group shall be entitled from time to time to cause the Company permitted to redeem all or a portion of such Member’s Units (such Member a “Redeeming Member”), together with an equal number of shares of Class B Common Stock, in exchange for shares of Class A Common Stock or, at the Company’s election under Article III shall be conducted certain circumstances, cash in accordance with Section 11.01(d) (referred to herein as the “Redemption Right”), upon the terms and subject to the conditions set forth in this Section 3.13.
(a11.01(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption and subject to the Member at its last address Corporation’s (or such designated on the records member(s) of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later Corporation Holdings Group’s) Call Right as set forth in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be madeSection 11.01(m).
(b) The aggregate redemption price for Redeemable Units In order to exercise its Redemption Right, each Redeeming Member shall be an amount equal provide written notice in a reasonable form as the Company may provide from time to time (the “Redemption Notice”) to the Current Market Price (Company and the date Corporation, on or before any Redemption Notice Date, stating that the Redeeming Member elects to have redeemed on the next Redemption Date a stated number of determination Units, together with an equal number shares of which shall Class B Common Stock. Upon delivery of any Redemption Notice by any Member on or before any Redemption Notice Date, such Member may not revoke or rescind such Redemption Notice after such Redemption Notice Date. Any Redemption Notice delivered for a Redemption on a Regular Redemption Date may not be contingent. Any Redemption Notice delivered for a Redemption on a Special Redemption Date may be made contingent on the date fixed for redemption) of Units consummation of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs Registered Offering or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms other transaction described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) the Manager specifying such Special Redemption Date. Any notice by any Member pursuant to the Registration Rights Agreement to demand or participate in any Registered Offering shall be deemed to constitute a Redemption Notice for the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blankrelated Special Redemption Date.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Desert Peak Minerals Inc.)
Redemption of Units. Any redemption Units of Units by the Company permitted under Article III a UCITS shall be conducted redeemed on the acceptance deadline for unit transactions in accordance with this Section 3.13.
(a) The Company shallAppendix A "Overview of the Fund" at the net asset value per unit of the corresponding unit class of the UCITS, not later than 30 days before less the date fixed for redemption, give notice of possible due redemption premium and any possible taxes and duties. Redemption applications must be submitted to the Member Custodian at its last address designated on the records latest by the acceptance deadline. If a redemption application is received after the acceptance deadline, it shall be reserved for the following redemption date. In the case of applications placed with distribution agents in Liechtenstein and abroad, earlier deadlines for the subscriptions may be set to ensure the punctual forwarding of these applications to the Custodian in Liechtenstein. These deadlines may be obtained from the individual distribution agents. Information about the redemption date, the acceptance deadline as well as the level of the Company or possible due maximum redemption premium is set out in Appendix A "Overview of the Transfer AgentFund". As it is necessary to ensure that the assets of the UCITS contain a reasonable proportion of liquid assets, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall units will be deemed to have been given when so mailed. The notice shall specify paid out within two bank working days following the Redeemable Units, the date fixed for redemption, the place of payment, that payment calculation of the redemption price will be made upon price. This shall not apply in the event that in accordance with statutory regulations, such as for example foreign exchange and transfer restrictions or due to other circumstances that lie beyond the control of the Custodian, the transfer of the redemption sum is rendered impossi- ble. If the payment, at the request of the Redeemable Units (orinvestor, if later is to be performed in a currency other than the case of Redeemable Units evidenced by Certificatescurrency in which the re- spective units have been invested, upon surrender the sum that is to be paid out shall be calculated in accordance with the proceeds of the Certificates evidencing such Redeemable Units) conversion from the reference currency into the payment currency, less any fees and that on and after duties. With the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount payment of the redemption price, bearing interest at the rate corresponding unit shall be extinguished. The Management Company and/or the Custodian may withdraw units unilaterally in return for payment of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (orprice, if later insofar as this is deemed necessary in the case interest of Redeemable Units evidenced by Certificates, upon surrender or for the protection of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Memberinvestors, of the Certificates evidencing Management Company or of the Redeemable UnitsUCITS, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.particular if:
Appears in 1 contract
Samples: Trust Agreement
Redemption of Units. Any redemption of Units by the Company permitted under Article III shall be conducted in accordance with this Section 3.13.
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in In connection with such redemption. Subject to a PubCo Approved Change of Control, PubCo shall have the Delaware Actright, the redemption price shall be paid, as determined by the Company in its sole discretion, to require each Member (other than PubCo) to effect a Redemption of all of such Member’s Units (together with the corresponding number of Class V Shares) in exchange for a number of Class A Shares equal to the number of Units being so redeemed; provided, however, that if any Member owns more than 10% of the total number of outstanding Units at the time of a PubCo Approved Change of Control, PubCo shall use commercially reasonable efforts to consult and cooperate with such Member to structure such Redemption in a tax efficient manner mutually agreeable to such Member and PubCo. Any Redemption pursuant to this Section 3.6 shall be effective immediately prior to and conditioned upon the consummation of the PubCo Approved Change of Control (the “Change of Control Exchange Date”). From and after the Change of Control Exchange Date, (i) in cash, the Units and Class V Shares subject to such Redemption shall be deemed to be transferred to PubCo on the Change of Control Exchange Date and (ii) by delivery such Member shall cease to have any rights with respect to the Units and Class V Shares subject to such Redemption (other than the right to receive Class A Shares pursuant to such Redemption). PubCo shall provide written notice of a promissory note an expected PubCo Approved Change of Control to all Members within the earlier of (x) 5 Business Days following the execution of the Company agreement with respect to such PubCo Approved Change of Control and (y) 10 Business Days before the proposed date upon which the contemplated PubCo Approved Change of Control is to be effected, indicating in such notice such information as may reasonably describe the PubCo Approved Change of Control transaction, subject to applicable Law, including the date of execution of such agreement or such proposed effective date, as applicable, the amount and types of consideration to be paid for Class A Shares in the principal amount PubCo Approved Change of the redemption priceControl, bearing interest at the rate any election with respect to types of 8% annually and payable in three equal annual installments consideration that a holder of principal together with accrued interestClass A Shares, the first such installment commencing one year after the redemption date (oras applicable, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive make in connection with such PubCo Approved Change of Control, and the payment number of Units (and the corresponding Class V Shares) held by such Member that PubCo intends to require to be subject to such Redemption. Following delivery of such notice and on or prior to the Change of Control Exchange Date, the Members shall take all actions reasonably requested by PubCo to effect such Redemption, including taking any action and delivering any document required pursuant to the remainder of this Section 3.6 to effect a Redemption. Nothing contained in this Section 3.6 shall limit the right of any Member to vote for Redeemable Units at the place or participate in any proposed Change of payment specified in the notice Control of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the PubCo with respect to such Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank’s Class V Shares.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Aldel Financial Inc.)
Redemption of Units. Any (1) Subject to Section 11.3(d) and the further provisions of this Section 4.2(e), and except as otherwise set forth in an exhibit hereto setting forth rights, preferences and obligations with respect to any particular class or series of Membership Units issued after the date hereof, each Non-Managing Member shall have the right (i) on or after the date twelve (12) months after the Effective Date, with respect to the Membership Units acquired on or contemporaneously with the Effective Date, or (ii) on or after such other date as expressly provided in any agreement entered into between the Company and any Non-Managing Member, including the Structuring and Contribution Agreement, to require the Company to redeem (the “Redemption Right”) on a Specified Redemption Date all or a portion of the Membership Units held by such Non-Managing Member at a redemption price equal to and in the form of Units the Cash Amount to be paid by the Company permitted under Article III Company. The Redemption Right shall be conducted exercised pursuant to a Notice of Redemption delivered to the Company (with a copy to the Managing Member) by the Non-Managing Member who is exercising the Redemption Right (the “Redeeming Member”); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Managing Member elects to purchase the Membership Units subject to the Notice of Redemption (the “Tendered Units”); provided, further, that in accordance with this the event the Managing Member issues to all holders of Common Shares rights, options, warrants or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase Common Shares, or any other securities or property (collectively, the “Common Share Rights”) then (except to the extent such rights have already been reflected in an adjustment to the Unit Adjustment Factor as provided in Section 3.134.2(e)(2) below) the Redeeming Member shall also be entitled to receive such Common Share Rights that a holder of that number of Common Shares would be entitled to receive. A Non-Managing Member may not exercise the Redemption Right for less than ten thousand (10,000) Membership Units or, if such Non-Managing Member holds less than ten thousand (10,000) Membership Units, all of the Membership Units held by such Non-Managing Member.
(a2) The Company shallNotwithstanding the provisions of Section 4.2(e)(1), not later than 30 days before a Non-Managing Member that exercises the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice Redemption Right shall be deemed to have been given when offered to sell the Membership Units described in the Notice of Redemption to the Managing Member, and the Managing Member may, in its sole and absolute discretion, elect to assume directly and satisfy a Redemption Right, and acquire some or all of such Membership Units by paying to the Redeeming Member either the Cash Amount, or the Shares Amount, as elected by the Managing Member (in its sole and absolute discretion), on the Specified Redemption Date, whereupon the Managing Member shall acquire the Membership Units offered for redemption by the Redeeming Member. If the Managing Member shall elect to exercise its right to purchase Membership Units under this Section 4.2(e)(2) with respect to a Notice of Redemption, it shall so mailednotify the Redeeming Member promptly after the receipt by the Company of such Notice of Redemption. In the event the Managing Member shall exercise its right to purchase Membership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 4.2(e)(2), the Company shall have no obligation to pay any amount to the Redeeming Member with respect to Redeeming Member’s exercise of Redemption Right, and each of the Redeeming Member, the Company and the Managing Member shall treat the transaction between the Managing Member and the Redeeming Member for federal income tax purposes as a sale of the Redeeming Member’s Membership Units to the Managing Member.
(3) In the event of any change in the Unit Adjustment Factor, the number of Membership Units held by each Member shall be proportionately adjusted by multiplying the number of Membership Units held by such Member immediately prior to the change in the Unit Adjustment Factor by the new Unit Adjustment Factor; the intent of this provision is that one Membership Unit remains equivalent in value to one Common Share without dilution (including any securities for which Shares are exchanged in a transaction contemplated by Section 11.2(c)). In the event the Managing Member issues any Common Shares in exchange for Membership Units pursuant to this Section 4.2(e), any such Membership Units so acquired by the Managing Member shall immediately thereafter be canceled by the Company and the Company shall issue to the Managing Member new Membership Units pursuant to Section 4.2(c) hereof. Each Redeeming Member agrees to execute such documents as the Managing Member may reasonably require in connection with the issuance of Common Shares upon exercise of the Redemption Right.
(4) The notice Shares Amount, if applicable, shall specify be delivered as duly authorized, validly issued, fully paid and nonassessable Common Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Redeemable Charter, the Bylaws of the Managing Member, the Securities Act of 1933, as amended (the “Securities Act”), relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such Common Shares entered into by the Redeeming Member. Notwithstanding any delay in such delivery (but subject to Section 4.2(e)(6)), the Redeeming Member shall be deemed the owner of such Common Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the Common Shares for which the Membership Units might be exchanged shall also bear a legend which generally provides the following: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE, AMONG OTHERS, OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION’S CHARTER, (I) NO INDIVIDUAL MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION’S COMMON STOCK IN EXCESS OF 9.8 PERCENT (IN VALUE OR NUMBER OF SHARES) OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE CORPORATION UNLESS SUCH INDIVIDUAL IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (II) NO INDIVIDUAL MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK OF THE CORPORATION IN EXCESS OF 9.8 PERCENT OF THE VALUE OF THE TOTAL OUTSTANDING SHARES OF CAPITAL STOCK OF THE CORPORATION, UNLESS SUCH INDIVIDUAL IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (III) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN CAPITAL STOCK THAT WOULD RESULT IN THE CORPORATION BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (IV) NO PERSON MAY TRANSFER SHARES OF CAPITAL STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CHARTER OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF CAPITAL STOCK OF THE CORPORATION ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.
(5) Each Non-Managing Member covenants and agrees with the Managing Member that all Tendered Units shall be delivered to the Managing Member free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the date fixed for redemptionManaging Member shall be under no obligation to acquire the same. Each Non-Managing Member further agrees that, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case event any state or local property transfer tax is payable solely with respect to its Tendered Units transferred to the Managing Member (or its designee), such Non-Managing Member shall assume and pay such transfer tax.
(6) Notwithstanding the provisions of Redeemable Units evidenced Section 4.2(e) or any other provision of this Agreement, a Member (i) shall not be entitled to effect a Redemption for cash or an exchange for Common Shares to the extent the ownership or right to acquire Common Shares pursuant to such exchange by Certificates, upon surrender such Member on the Specified Redemption Date could cause such Member or any other Person to violate the restrictions on ownership and transfer of Common Shares set forth in the Certificates evidencing such Redeemable UnitsCharter and (ii) and that on and after the date fixed for redemption shall have no further allocations or distributions rights under this Agreement to acquire Common Shares which the Member would otherwise be entitled prohibited under the Charter. To the extent any attempted redemption or exchange for Common Shares would be in respect violation of this Section 4.2(e)(6), it shall be null and void ab initio and such Member shall not acquire any rights or economic interest in the Redeemable Units will accrue cash otherwise payable upon such redemption or be madethe Common Shares otherwise issuable upon such exchange.
(b7) The aggregate redemption price for Redeemable Units shall be an amount equal Notwithstanding anything herein to the Current Market Price contrary (the date of determination of which shall be the date fixed but subject to Section 4.2(e)(6)), with respect to any redemption or exchange for redemption) of Units of the class Common Shares pursuant to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, this Section 4.2(e):
(i) in cashAll Membership Units acquired by the Managing Member pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Managing Member Interests comprised of the same number and class of Membership Units.
(ii) by delivery The consummation of a promissory note any redemption or exchange for Common Shares shall be subject to the expiration or termination of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (orapplicable waiting period, if later in any, under the case Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Redeemable Units evidenced by Certificates1976, upon surrender of the Certificates evidencing such Redeemable Units) or as amended.
(iii) Each Redeeming Member shall continue to own all Membership Units subject to any redemption or exchange for Common Shares, and be treated as a combination Non-Managing Member with respect to such Membership Units for all purposes of cash and this Agreement, until the Specified Redemption Date. Until a promissory note having Specified Redemption Date, the terms described in clause (ii).
(c) The Redeeming Member or its duly authorized representative shall have no rights as a stockholder of the Managing Member with respect to such Redeeming Member’s Membership Units, except as may be entitled to receive the payment for Redeemable Units at the place of payment specified provided in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blankInvestors Agreement.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.)
Redemption of Units. Any 7.5.1 1The Trustee shall at any time during the life of the Trust on the instruction of the Management Company authorize redemption of Units out of the Trust Property.The Trustee shall at any time during the life of the Trust on the instruction of the Management Company authorize redemption of Units out of the Trust Property through duly authorized Distributors and/or Investment Facilitators.
7.5.2 1Application for redemption of Units shall be made by completing the prescribed application form for redemption and submitting it at the authorized branch or office of the Distribution Company. Application for redemption shall be forwarded to Transfer Agent. The Management Company may make arrangements to accept redemption requests through electronic means such as online, ATMs or other means of electronic use. No person shall be entitled to redeem only part of the Unit comprised in a Certificate, however in case where a Certificate is not issued any number of Units may be redeemed by the Company permitted under Article III Holder thereof. The application for redemption of Units shall be conducted in accordance with this Section 3.13.
(a) The Company shallaccompanied by the relevant Certificate, not later than 30 days before the date fixed for redemptionif issued, give notice of redemption to the Member at its last address designated duly endorsed on the records reverse. In case of applications for redemption by joint Holders, any holder may sign the redemption form if he is so authorized by all joint HoldersApplication for redemption of Units shall be made by completing the prescribed application form for redemption and submitting it at the authorized branch or office of the Distribution Company. Application for redemption shall be retained by the Distribution Company or and a copy may be supplied to the Transfer Agent, if so required by registered or certified mail, postage prepaid, or overnight courier of national reputationthe Management Company. The notice Management Company may make arrangements to accept redemption requests through electronic means such as online, ATMs or other means of electronic use. No person shall be deemed entitled to have been given when so mailedredeem only part of the Unit comprised in a Certificate, however in case where a Certificate is not issued any number of Units may be redeemed by the Holder thereof. The notice application for redemption of Units shall specify be accompanied by the Redeemable Unitsrelevant Certificate, if issued, duly endorsed on the date fixed reverse. In case of applications for redemptionredemption by joint Holders, the place of payment, that payment of any holder may sign the redemption price will be made form if he is so authorized by all joint Holders
7.5.3 The Trustee may at its option dispense with the production of any Certificate that shall have become lost, stolen or destroyed upon compliance by the redemption of Unit Holder(s) with the Redeemable Units (or, if later like requirements to those arising in the case of Redeemable any application by him for the replacement thereof.
7.5.4 The price at which Units evidenced shall be redeemed shall be the Redemption Price fixed by Certificatesthe Management Company. The Redemption Price shall be announced by the Management Company on a daily basis, upon surrender as may be decided by the Management Company and as specified by the Rules and Regulations.
7.5.5 The amount payable on redemption shall be paid to the Holder or to the order of the Certificates evidencing such Redeemable Units) and that on and Holder or, in case of joint Holders, the first named joint Holder by crossed cheque or direct transfer to his designated bank account or any other mode, after the date fixed receipt of a properly documented request for redemption no further allocations or distributions to which of the Member would otherwise be entitled Units in terms of this Trust Deed, provided that redemption is not suspended in terms of this Trust Deed.
7.5.6 The receipt of the Holder for any moneys payable in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal a good discharge to the Current Market Price Trustee and the Management Company and if several persons are registered as joint Holders any one of them may give effectual receipt for any such moneys.
7.5.7 The Distribution Company shall verify the particulars given in the application for redemption of Units and documents submitted therewith. The signature of any Holder or joint Holder to any document required to be signed by him under or in connection with the application for redemption of Units may be verified to reasonable satisfaction. In case of submission of electronic on-line redemptions the Holder’s user ID and password will authenticate his identity.
7.5.8 1Application for redemption will be received at the authorized offices or branches of the Distribution Company on all Dealing Days. Payments of Units so redeemed shall be made within six (6) Business Days of the date of determination receipt of which such application by the Management Company / Transfer Agent; provided that in the event redemption requests on any day exceed ten percent (10%) of the Units in issue, the Management Company may invoke a Queue System as described in Clause 8.4 herein below.Application for redemption will be received at the authorized offices or branches of the Distribution Company on all Dealing Days. Payments of Units so redeemed shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.made within six
Appears in 1 contract
Samples: Trust Deed
Redemption of Units. Any redemption of Units by the Company permitted under Article III shall be conducted in accordance with this Section 3.133.9.
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware California Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Samples: Operating Agreement (Targeted Medical Pharma, Inc.)
Redemption of Units. Any 7.5.1 The Trustee shall at any time during the life of the Trust on the instruction of the Management Company authorize redemption of Units out of the Trust Property through duly authorized Distributors and/or Investment Facilitators.
7.5.2 Application for redemption of Units shall be made by completing the prescribed application form for redemption and submitting it at the authorized branch or office of the Distribution Company. Application for redemption shall be retained by the Distribution Company permitted under Article III shall and a copy may be conducted in accordance with this Section 3.13.
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption supplied to the Member at its last address designated on the records of the Company or the Transfer Agent, if so required by registered or certified mail, postage prepaid, or overnight courier of national reputationthe Management Company. The notice Management Company may make arrangements to accept redemption requests through electronic means such as online, ATMs or other means of electronic use. No person shall be deemed entitled to have been given when so mailedredeem only part of the Unit comprised in a Certificate, however in case where a Certificate is not issued any number of Units may be redeemed by the Holder thereof. The notice application for redemption of Units shall specify be accompanied by the Redeemable Unitsrelevant Certificate, the date fixed if issued. In case of applications for redemptionredemption by joint Holders, the place of payment, that payment of any holder may sign the redemption price will be made form if he/she is so authorized by all joint Holders
7.5.3 The Trustee may at its option dispense with the production of any Certificate that shall have become lost, stolen or destroyed upon compliance by the redemption of Unit Holder(s) with the Redeemable Units (or, if later like requirements to those arising in the case of Redeemable any application by him for the replacement thereof.
7.5.4 The price at which Units evidenced shall be redeemed shall be the Redemption Price fixed by Certificates, upon surrender the Management Company. The Redemption Price shall be announced by the Management Company on every Dealing Day.
7.5.5 The amount payable on redemption shall be paid to the Holder or to the order of the Certificates evidencing such Redeemable Units) and that on and Holder or, in case of joint Holders, the first named joint Holder by crossed cheque or direct transfer to his designated bank account or any other mode, after the date fixed receipt of a properly documented request for redemption no further allocations or distributions to which of the Member would otherwise be entitled Units in terms of this Trust Deed, provided that redemption is not suspended in terms of this Trust Deed.
7.5.6 The receipt of the Holder for any moneys payable in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal a good discharge to the Current Market Price Trustee and the Management Company and if several persons are registered as joint Holders any one of them may give effectual receipt for any such moneys.
7.5.7 The Distribution Company shall verify the particulars given in the application for redemption of Units and documents submitted therewith. The signature of any Holder or joint Holder to any document required to be signed by him under or in connection with the application for redemption of Units may be verified to reasonable satisfaction. In case of submission of electronic On-line redemptions the Holder’s user ID and password will authenticate his identity.
7.5.8 Application for redemption will be received at the authorized offices or branches of the Distribution Company on all Dealing Days. Payment of redemption amounts for Units so redeemed shall be made within six (6) Business Days of the date of determination receipt of which such application; provided that in the event redemption requests on any day exceed ten percent (10%) of the Units in issue, the Management Company may invoke a Queue System as described in Clause 8.4 herein below.
7.5.9 In the event the Management Company is of the view that the quantum of redemption requests that have built up shall result in the Trust Property being run down to an unmanageable level or is of the view that the sell-off of assets is likely to result in a significant loss in the value for the Holders who are not redeeming, it may announce winding up of the Trust. In such an event, the queue system, if already invoked, shall cease to apply and all Holders shall be paid after selling the date fixed for redemption) assets and determining the final Redemption Price. The interim distributions of the proceeds may be made if the Management Company finds it feasible.
7.5.10 The sale, redemption and transfer of Units and any other dealings in the Units may be carried out On-line, with the consent of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable UnitsTrustee, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Actextent permitted by and in accordance with applicable law.
7.5.11 Where lien/ pledge/ charge on any unit is recorded in the Register, the redemption price shall be paidManagement Company and Trustee may concur to make payment to the pledgee, as determined by if a request is received from the Company in its sole discretion, (i) in cash, (ii) by delivery pledgee or through an order of a promissory note competent court and on receipt of such indemnification as Management Company or Trustee may require.
7.5.12 The Management Company shall not specifically use flipping mechanism (i.e. redemption and re-issuance of units to the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of same unit holders based on different NAV’s without cash and a promissory note having the terms described in clause (iisettlement).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Samples: Trust Deed
Redemption of Units. (a) Each Member other than the PubCo Holdings Group shall be entitled from time to time to cause the Company to redeem all or a portion of such Member’s Units (such Member a “Redeeming Member”), together with an equal number of Class B Shares, in exchange for Class A Shares or, at the Company’s election under certain circumstances, cash in accordance with Section 3.6(d) (referred to herein as the “Redemption Right”), upon the terms and subject to the conditions set forth in this Section 3.6 and subject to PubCo Sub’s (or such designated member(s) of the PubCo Holdings Group’s) Call Right as set forth in Section 3.6(n).
(b) In order to exercise its Redemption Right, each Redeeming Member shall provide written notice in a reasonable form as the Company may provide from time to time (the “Redemption Notice”) to the Company and PubCo Sub, on or before any Redemption Notice Date, stating that the Redeeming Member elects to have redeemed on the next Redemption Date a stated number of Units, together with an equal number Class B Shares. Upon delivery of any Redemption Notice by any Member on or before any Redemption Notice Date, such Member may not revoke or rescind such Redemption Notice after such Redemption Notice Date. If the Class A Shares are publicly traded, any Redemption Notice may be made contingent on the price of a Class A Share at the close of business on the last trading day prior to the Redemption Date (as reported by Bloomberg, L.P. or its successor) being equal to or above a price specified in the Redemption Notice. Any redemption Redemption Notice delivered for a Redemption on a Special Redemption Date may be made contingent on the consummation of the Public Offering or other transaction described in the notice of the Managing Member specifying such Special Redemption Date. Any notice by any Member pursuant to the Registration Rights Agreement to demand or participate in any Public Offering shall be deemed to constitute a Redemption Notice for the related Special Redemption Date that is contingent on the consummation of such Public Offering.
(c) On any Redemption Date for which any Member delivered a Redemption Notice with respect to Units, unless the Company elects to pay cash in accordance with Section 3.6(d) or PubCo Sub (or such designated member(s) of the PubCo Holdings Group) exercises its Call Right pursuant to Section 3.6(n), on such Redemption Date such number of Units, together with an equal number of Class B Shares, shall be redeemed for an equal number of Class A Shares.
(d) The Company shall be entitled to elect to settle any Redemption by delivering to the Redeeming Member, in lieu of the applicable number of Class A Shares that would be received in such Redemption, an amount of cash equal to the Cash Election Amount for such shares.
(e) Subject to Section 3.6(f), each Member’s Redemption Right shall be subject to the following limitations and qualifications:
(i) Except as provided herein, Redemptions shall only be permitted on each Redemption Date.
(ii) Except as provided in clause (iii)(y) below and absent the prior written consent of the Managing Member (not to be unreasonably withheld, conditioned or delayed), with respect to any Redemption, a Redeeming Member shall be required to redeem at least a number of Units equal to the lesser of 0.1% of the total number of all outstanding Units and all of the Units then held by such Redeeming Member.
(iii) Notwithstanding anything to the contrary in this Agreement, a Redeeming Member may exercise its Redemption Right (x) with respect to at least 2.0% of the total number of all outstanding Units at any time or (y) with respect to any of the then-held Units of such Member if such Redemption Right is exercised in connection with a valid exercise of such Member’s rights to have the Class A Shares issuable in connection with such Redemption to participate in a Public Offering.
(iv) Any Redemption of Units may be limited in accordance with the terms of any agreements or instruments entered into in connection with such issuance, as deemed necessary or desirable in the discretion of the Managing Member.
(f) The Managing Member may impose additional limitations and restrictions on Redemptions (including limiting Redemptions or creating priority procedures for Redemptions), solely to the extent it determines such limitations and restrictions to be necessary or appropriate to avoid undue risk that the Company may be classified as a “publicly traded partnership” within the meaning of Section 7704 of the Code. Furthermore, the Managing Member may require any Member or group of Members to redeem all of their Units to the extent it determines, that such Redemption is necessary or appropriate to avoid undue risk that the Company may be classified as a “publicly traded partnership” within the meaning of Section 7704 of the Code. Upon delivery of any notice by the Company permitted under Article III Managing Member to such Member or group of Members requiring such Redemption, such Member or group of Members shall exchange, subject to exercise by PubCo Sub (or such designated member(s) of the PubCo Holdings Group) of the Call Right pursuant to Section 3.6(n), all of their Units effective as of the date specified in such notice (and such date shall be conducted deemed to be a Redemption Date for purposes of this Agreement) in accordance with this Section 3.133.6 and otherwise in accordance with the requirements set forth in such notice.
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption to the Member at its last address designated on the records of the Company or the Transfer Agent, by registered or certified mail, postage prepaid, or overnight courier of national reputation. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Units, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon the redemption of the Redeemable Units (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Units of the class to be so redeemed multiplied by the number of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of cash and a promissory note having the terms described in clause (ii).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Redemption of Units. Any 7.5.1 The Trustee shall at any time during the life of the Trust on the instruction of the Management Company authorize redemption of Units out of the Trust Property.
7.5.2 Application for redemption of Units shall be made by completing the prescribed application form for redemption and submitting it at the authorized branch or office of the Distribution Company. Application for redemption shall be retained by the Distribution Company permitted under Article III shall and a copy may be conducted in accordance with this Section 3.13.
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption supplied to the Member at its last address designated on the records of the Company or the Transfer Agent, if so required by registered or certified mail, postage prepaid, or overnight courier of national reputationthe Management Company. The notice Management Company may make arrangements to accept redemption requests through electronic means such as online, ATMs or other means of electronic use subject to approval of the Commission. No person shall be deemed entitled to have been given when so mailedredeem only part of the Unit comprised in a Certificate, however in case where a Certificate is not issued any number of Units may be redeemed by the Holder thereof. The notice application for redemption of Units shall specify be accompanied by the Redeemable Unitsrelevant Certificate, the date fixed if issued. In case of applications for redemptionredemption by joint Holders, the place of payment, that payment of any holder may sign the redemption price will be made form if he/she is so authorized by all joint Holders
7.5.3 The Trustee may at its option dispense with the production of any Certificate that shall have become lost, stolen or destroyed upon compliance by the redemption of Unit Holder(s) with the Redeemable Units (or, if later like requirements to those arising in the case of Redeemable Units evidenced any application by Certificates, upon surrender of him for the Certificates evidencing such Redeemable Units) and that on and after the date fixed for redemption no further allocations or distributions to which the Member would otherwise be entitled in respect of the Redeemable Units will accrue or be madereplacement thereof.
(b) 7.5.4 The aggregate redemption price for Redeemable at which Units shall be an amount equal to the Current Market Price (the date of determination of which redeemed shall be the date Redemption Price fixed for redemption) of Units by the Management Company. The Redemption Price shall be announced by the Management Company on every Dealing Day.
7.5.5 The amount payable on redemption shall be paid to the Holder or to the order of the class to be so redeemed multiplied by the number Holder or, in case of Units of each such class included among the Redeemable Units, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Act, the redemption price shall be paid, as determined by the Company in its sole discretion, (i) in cash, (ii) by delivery of a promissory note of the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interestjoint Holders, the first such installment commencing one year named joint Holder by crossed cheque or direct transfer to his designated bank account or any other mode, after the receipt of a properly documented request for redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination Units in terms of cash and a promissory note having the this Trust Deed, provided that redemption is not suspended in terms described in clause (ii)of this Trust Deed.
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Samples: Trust Deed
Redemption of Units. Any 7.5.1 The Trustee shall at any time during the life of the Trust on the instruction of the Management Company authorize redemption of Units out of the Trust Property.
7.5.2 Application for redemption of Units shall be made by completing the prescribed application form for redemption and submitting it at the authorized branch or office of the Distribution Company. Application for redemption shall be retained by the Distribution Company permitted under Article III shall and a copy may be conducted in accordance with this Section 3.13.
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption supplied to the Member at its last address designated on the records of the Company or the Transfer Agent, if so required by registered or certified mail, postage prepaid, or overnight courier of national reputationthe Management Company. The notice Management Company may make arrangements to accept redemption requests through electronic means such as online, ATMs, IVR (Interactive Voice Response) or other means of electronic use upon satisfaction of the Trustee and approval of the Commission. No person shall be deemed entitled to have been given when so mailedredeem only part of the Unit comprised in a Certificate, however in case where a Certificate is not issued any number of Units may be redeemed by the Holder thereof. The notice application for redemption of Units shall specify be accompanied by the Redeemable Unitsrelevant Certificate, the date fixed if issued. In case of applications for redemptionredemption by joint Holders, the place of payment, that payment of any holder may sign the redemption price will be made form if he/she is so authorized by all joint Holders
7.5.3 The Trustee may at its option dispense with the production of any Certificate that shall have become lost, stolen or destroyed upon compliance by the redemption of Unit Holder(s) with the Redeemable Units (or, if later like requirements to those arising in the case of Redeemable any application by him for the replacement thereof.
7.5.4 The price at which Units evidenced shall be redeemed shall be the Redemption Price fixed by Certificates, upon surrender the Management Company. The Redemption Price shall be announced by the Management Company on every Dealing Day.
7.5.5 The amount payable on redemption shall be paid to the Holder or to the order of the Certificates evidencing such Redeemable Units) and that on and Holder or, in case of joint Holders, the first named joint Holder by crossed cheque or direct transfer to his designated bank account or any other mode, after the date fixed receipt of a properly documented request for redemption no further allocations or distributions to which of the Member would otherwise be entitled Units in terms of this Trust Deed, provided that redemption is not suspended in terms of this Trust Deed.
7.5.6 The receipt of the Holder for any moneys payable in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal a good discharge to the Current Market Price Trustee and the Management Company and if several persons are registered as joint Holders any one of them may give effectual receipt for any such moneys.
7.5.7 The Distribution Company shall verify the particulars given in the application for redemption of Units and documents submitted therewith. The signature of any Holder or joint Holder to any document required to be signed by him under or in connection with the application for redemption of Units may be verified to reasonable satisfaction. In case of submission of electronic On-line redemptions the Holder’s user ID and password will authenticate his identity.
7.5.8 Application for redemption will be received at the authorized offices or branches of the Distribution Company on all Dealing Days. Payment of redemption amounts for Units so redeemed shall be made within six (6) working days of the date of determination receipt of which shall be such application; provided that in the date fixed for redemptionevent redemption requests on any day exceed ten percent (10%) of the Units in issue, the Management Company may invoke a Queue System as described in Clause 8.4 herein below Provided that in the event redemption requests on any day exceed ten percent (10%) of the class to be so redeemed multiplied by Units in issue, the number Management Company may invoke a Queue System as described in Clause 8.4 herein below.
7.5.9 The sale, redemption and transfer of Units and any other dealings in the Units may be carried out On-line, with the consent of each such class included among the Redeemable UnitsTrustee, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Actextent permitted by and in accordance with applicable law.
7.5.10 Where lien/ pledge/ charge on any Unit is recorded in the Register, the redemption price shall be paidManagement Company and Trustee may concur to make payment to the pledgee, as determined by if a request is received from the Company in its sole discretion, (i) in cash, (ii) by delivery pledgee or through an order of a promissory note competent court and on receipt of such indemnification as Management Company or Trustee may require.
7.5.11 The Management Company shall not specifically use flipping mechanism (i.e. redemption and re-issuance of Units to the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of same Unit Holders based on different NAV’s without cash and a promissory note having the terms described in clause (iisettlement).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Samples: Trust Deed
Redemption of Units. Any 7.5.1 The Trustee shall at any time during the life of the Trust on the instruction of the Management Company authorize redemption of Units out of the Trust Property.
7.5.2 Application for redemption of Units shall be made by completing the prescribed application form for redemption and submitting it at the authorized branch or office of the Distribution Company. Application for redemption shall be retained by the Distribution Company permitted under Article III shall and a copy may be conducted in accordance with this Section 3.13.
(a) The Company shall, not later than 30 days before the date fixed for redemption, give notice of redemption supplied to the Member at its last address designated on the records of the Company or the Transfer Agent, if so required by registered or certified mail, postage prepaid, or overnight courier of national reputationthe Management Company. The notice Management Company may make arrangements to accept redemption requests through electronic means such as online, ATMs, IVR (Interactive Voice Response) or other means of electronic use upon satisfaction of the Trustee and approval of the Commission. No person shall be deemed entitled to have been given when so mailedredeem only part of the Unit comprised in a Certificate, however in case where a Certificate is not issued any number of Units may be redeemed by the Holder thereof. The notice application for redemption of Units shall specify be accompanied by the Redeemable Unitsrelevant Certificate, the date fixed if issued. In case of applications for redemptionredemption by joint Holders, the place of payment, that payment of any holder may sign the redemption price will be made form if he/she is so authorized by all joint Holders
7.5.3 The Trustee may at its option dispense with the production of any Certificate that shall have become lost, stolen or destroyed upon compliance by the redemption of Unit Holder(s) with the Redeemable Units (or, if later like requirements to those arising in the case of Redeemable any application by him for the replacement thereof.
7.5.4 The price at which Units evidenced shall be redeemed shall be the Redemption Price fixed by Certificates, upon surrender the Management Company. The Redemption Price shall be announced by the Management Company on every Dealing Day.
7.5.5 The amount payable on redemption shall be paid to the Holder or to the order of the Certificates evidencing such Redeemable Units) and that on and Holder or, in case of joint Holders, the first named joint Holder by crossed cheque or direct transfer to his designated bank account or any other mode, after the date fixed receipt of a properly documented request for redemption no further allocations or distributions to which of the Member would otherwise be entitled Units in terms of this Trust Deed, provided that redemption is not suspended in terms of this Trust Deed.
7.5.6 The receipt of the Holder for any moneys payable in respect of the Redeemable Units will accrue or be made.
(b) The aggregate redemption price for Redeemable Units shall be an amount equal a good discharge to the Current Market Price Trustee and the Management Company and if several persons are registered as joint Holders any one of them may give effectual receipt for any such moneys.
7.5.7 The Distribution Company shall verify the particulars given in the application for redemption of Units and documents submitted therewith. The signature of any Holder or joint Holder to any document required to be signed by him under or in connection with the application for redemption of Units may be verified to reasonable satisfaction. In case of submission of electronic On-line redemptions the Holder’s user ID and password will authenticate his identity.
7.5.8 Application for redemption will be received at the authorized offices or branches of the Distribution Company on all Dealing Days. Payment of redemption amounts for Units so redeemed shall be made within six (6) working days of the date of determination receipt of which shall be such application ; provided that in the date fixed for redemptionevent redemption requests on any day exceed ten percent (10%) of the Units in issue, the Management Company may invoke a Queue System as described in Clause 8.4 herein below Provided that in the event redemption requests on any day exceed ten percent (10%) of the class to be so redeemed multiplied by Units in issue, the number Management Company may invoke a Queue System as described in Clause 8.4 herein below.
7.5.9 The sale, redemption and transfer of Units and any other dealings in the Units may be carried out On-line, with the consent of each such class included among the Redeemable UnitsTrustee, net of any costs or expenses incurred by the Company in connection with such redemption. Subject to the Delaware Actextent permitted by and in accordance with applicable law.
7.5.10 Where lien/ pledge/ charge on any unit is recorded in the Register, the redemption price shall be paidManagement Company and Trustee may concur to make payment to the pledgee, as determined by if a request is received from the Company in its sole discretion, (i) in cash, (ii) by delivery pledgee or through an order of a promissory note competent court and on receipt of such indemnification as Management Company or Trustee may require.
7.5.11 The Management Company shall not specifically use flipping mechanism (i.e. redemption and re-issuance of units to the Company in the principal amount of the redemption price, bearing interest at the rate of 8% annually and payable in three equal annual installments of principal together with accrued interest, the first such installment commencing one year after the redemption date (or, if later in the case of Redeemable Units evidenced by Certificates, upon surrender of the Certificates evidencing such Redeemable Units) or (iii) a combination of same unit holders based on different NAV’s without cash and a promissory note having the terms described in clause (iisettlement).
(c) The Member or its duly authorized representative shall be entitled to receive the payment for Redeemable Units at the place of payment specified in the notice of redemption (i) in the case of uncertificated Redeemable Units, on the redemption date or (ii) in the case of Redeemable Units evidenced by Certificates, upon surrender, on the redemption date or thereafter, by or on behalf of the Member, of the Certificates evidencing the Redeemable Units, duly endorsed in blank or accompanied by an assignment duly executed in blank.
(d) After the redemption date, Redeemable Units shall no longer constitute Outstanding Units.
Appears in 1 contract
Samples: Trust Deed
