Redemption or Exchange. (a) The Corporation shall not have any ---------------------- right to redeem any shares of Series B Preferred Stock prior to the third anniversary of the Issue Date (as defined in Section 12). The Corporation may, at its sole option, subject to Section 3(b) hereof, from time to time on and after the third anniversary of the Issue Date, at its election either: (i) redeem, out of funds legally available therefor, all or any part of the outstanding shares of the Series B Preferred Stock at the Redemption Price (as defined in Section 12); (ii) subject to Section 6(f) hereof, exchange shares of Class A Common Stock (or such other class or series of common stock into which shares of this Series are then convertible) for all or any part of the outstanding shares of this Series at the Exchange Price (as defined in Section 12); or (iii) subject to Section 6(f) hereof, effect a combination of the options described in the foregoing clauses (i) and (ii) (in which event each holder of shares of this Series which are selected for redemption and exchange pursuant to Section 6(e) shall receive the same proportion of cash and shares of Class A Common Stock (or such other class or series of common stock into which shares of this Series are then convertible) (except for cash paid in lieu of fractional shares) paid to other holders of shares of this Series selected for redemption and exchange); provided, however, -------- ------- that shares of Series B Preferred Stock shall not be redeemable by the Corporation prior to the fifth anniversary of the Issue Date unless the Current Market Price (as defined in Section 12) shall be greater than the product of (x) the Conversion Price (as defined in Section 9) multiplied by (y) 1.35 , on at least 20 of the 30 Trading Days immediately prior to the date of the notice delivered by the Corporation to holders of shares of Series B Preferred Stock to be redeemed pursuant to paragraph (d) of this Section 6. (b) Not more than 60 nor less than 15 Trading Days prior to the Redemption Date, the Corporation shall, if the Series B Preferred Stock is listed on any national securities exchange or traded in the over-the-counter market, give notice by publication in a newspaper of general circulation in the Borough of Manhattan, The City of New York, that the Corporation has elected in accordance with paragraph (a) of this Section 6 to redeem and/or exchange any or all shares of the Series B Preferred Stock. The notice shall also specify (i) the percentage of the Series B Preferred Stock to be redeemed and/or exchanged, if less than all, (ii) if more than one form of consideration has been elected by the Corporation, the portion of such shares to be redeemed and the portion of such shares to be exchanged, (iii) the Redemption Price and the manner in which the Exchange Price shall be calculated prior to the Redemption Date, and (iv) the procedures to be followed to receive payment of the Redemption Price and/or the Exchange Price, as the case may be; and, a similar notice shall be mailed concurrently to each record holder of shares of Series B Preferred Stock, at such holder's address as it appears on the transfer books of the Corporation; provided, however, that if the -------- ------- Series B Preferred Stock is owned of record by 50 or fewer holders or groups of affiliated holders, the Corporation shall publicly announce the information contained in the notice by issuance of a press release and such notice shall be mailed in not more than 60 or less than 15 Trading Days prior to the Redemption Date, and shall set forth the information contained above. (c) On or before the Redemption Date, the Corporation shall deposit for the benefit of the holders of shares of Series B Preferred Stock, in the case of a redemption, the funds necessary for such redemption and, in the case of an exchange, certificates representing the shares of Class A Common Stock to be exchanged, with a bank or trust company in the Borough of Manhattan, The City of New York, or in the City of Boston, in either case having a capital and surplus of at least $2,000,000,000. Any moneys or certificates so deposited by the Corporation and unclaimed at the end of two years from the date designated for such redemption or exchange shall be released from any such deposit and revert to the general funds of the Corporation. After such conversion, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts or certificates, as the case may be, and thereupon such bank or trust company shall be relieved of all responsibility in respect thereof and any holder of shares of Series B Preferred Stock to be redeemed shall look only to the Corporation for the payment of the Redemption Price. In the event that moneys or certificates are deposited pursuant to this paragraph (c) in respect of shares of Series B Preferred Stock that are converted in accordance with the provisions of Section 9, such moneys or certificates, as the case may be, shall, upon such conversion, be released from any such deposit and revert to the Corporation. After such reversion, any such bank or trust company shall pay over to the Corporation such moneys or certificates and shall be relieved of all responsibility to the holders of such converted shares in respect thereof. Any interest accrued on funds deposited pursuant to this paragraph (c) shall be paid from time to time to the Corporation. (d) Notice of redemption or exchange having been given as aforesaid, upon the deposit of funds or certificates, as the case may be, pursuant to paragraph (c) in respect of shares of Series B Preferred Stock to be redeemed or exchanged pursuant to this Section 6, notwithstanding that any certificates for such shares to be redeemed or exchanged shall not have been surrendered for cancellation, from and after the Redemption Date (i) the shares represented thereby shall no longer be deemed outstanding, (ii) the rights to receive dividends thereon shall cease and terminate and dividends on the Series B Preferred Stock shall cease to accrue and (iii) all rights of the holders of shares of Series B Preferred Stock to be redeemed or exchange shall cease and terminate, excepting only the right to receive the Redemption Price and/or Exchange Price therefor, without any interest thereon. (e) In the event that fewer than all of the outstanding shares of this Series are to be redeemed and/or exchanged pursuant to Section 6(a), subject to clause (iii) of the second sentence of section 6(a), the aggregate number of shares of this Series held by each holder which will be redeemed and/or exchanged shall be determined by the Corporation by lot or pro rata or by any other method as may be determined by the Board of Directors in its sole discretion to be equitable, and the certificate of the Corporation's Secretary or an Assistant Secretary filed with the transfer agent or transfer agents for this Series in respect of such determination by the Board of Directors shall be conclusive. (f) Notwithstanding anything contained herein to the contrary, the Corporation shall not be permitted to exchange any shares of Class A Common Stock (or such other class or series of common stock into which shares of this Series are convertible) for all or any part of the outstanding shares of this Series if such stock which the Corporation seeks to exchange for shares of this Series is not listed or admitted for trading on any national securities exchange or the Nasdaq National Market. In connection with the exchange of any shares of this Series, the Corporation may, but shall not be required to, issue a fraction of a share of Class A Common Stock (or such other class or series of common stock into which shares of this Series are then convertible) and, if the Corporation shall determine not to issue such fraction, the Corporation shall pay a cash payment (rounded to the nearest cent) equal to such fraction multiplied by the Current Market Price per share of Class A Common Stock (or such other class or series of common stock into which shares of this Series are then convertible) on the last Trading Day prior to the Redemption Date. Notwithstanding the foregoing, this Section 6(f) shall in no way restrict or limit the Corporation's right to redeem all or any part of the outstanding shares of this Series for cash at the Redemption Price.
Appears in 1 contract
Redemption or Exchange. (a) The Corporation a. Except as provided in Section 4.1(b), the shares of this Series shall not have any ---------------------- right to redeem any shares of Series B Preferred Stock be redeemable by the Corporation prior to the third anniversary of the Issue Date (as defined in Section 12)Effective Time. The Corporation may, at its sole option, subject to Section 3(b) 2.2 hereof, from time to time on and after the third anniversary of the Issue Date, at its election either: (i) redeem, out of funds legally available therefor, all or any part Effective Time and prior to the fifth anniversary of the outstanding shares of the Series B Preferred Stock at the Redemption Price (as defined in Section 12); (ii) subject to Section 6(f) hereofEffective Time, exchange shares of Class A Common Media Stock (or such other class or series of common stock into which shares of this Series are then convertible) for all or any part of the outstanding shares of this Series at the Exchange Rate; provided, however, that -------- ------- such an exchange may only be effected if the Closing Price shall be greater than the product of (as defined in x) the Conversion Price multiplied by (y) 1.35, on 20 of the 30 Trading Days immediately prior to the date of the notice delivered by the Corporation pursuant to Section 12)4.3(a) to holders of shares of this Series to be exchanged. The Corporation may, at its sole option, subject to Section 2.2 hereof, from time to time on and after the fifth anniversary of the Effective Time, at its election either: (i) redeem, out of funds legally available therefor, all or any part of the outstanding shares of this Series at the Redemption Price; (ii) exchange shares of Media Stock (or such other class or series of common stock into which shares of this Series are then convertible) for all or any part of the outstanding shares of this Series at the Exchange Rate; or (iii) subject to Section 6(f) hereof, effect a combination of the options described in the foregoing clauses (i) and (ii) (in which event each holder of shares of this Series which are selected for redemption and exchange pursuant to Section 6(e) 4.2 shall receive the same proportion of cash and shares of Class A Common Media Stock (or such other class or series of common stock into which shares of this Series are then convertible) (except for cash paid in lieu of fractional shares) paid to other holders of shares of this Series selected for redemption and exchange).
i. The Corporation shall redeem, out of funds legally available therefor, all of the outstanding shares of this Series, at the Redemption Price, if any of the following events with respect to the Media Group occur (such events being collectively referred to herein as the "Media Group Special Events"):
(A) the Corporation redeems all of the outstanding shares of Media Stock in exchange for shares of common stock of the Media Group Subsidiaries as provided in Section 2.4.3 of Article V of the Certificate of Incorporation (the "Media Group Subsidiary Redemption") or (B) following a Disposition of all or substantially all of the properties and assets attributed to the Media Group, the Corporation either (1) pays a dividend on the Media Stock in an amount equal to the product of the Outstanding Media Fraction multiplied by the Fair Value of the Net Proceeds of such Disposition as provided in Section 2.4.1(A)(1)(a) of Article V of the Certificate of Incorporation (the "Media Group Disposition Dividend"), or (2) redeems shares of Media Stock for an amount equal to the product of the Outstanding Media Fraction multiplied by the Fair Value of the Net Proceeds of such Disposition as provided in Section 2.4.1(A)(1)(b) of Article V of the Certificate of Incorporation (the "Media Group Disposition Redemption"); or
(2) the Corporation pays a dividend on, or the Corporation or any of its subsidiaries consummates a tender offer or exchange offer for, shares of Media Stock and the aggregate amount of such dividend or the consideration paid in such tender offer or exchange offer is an amount equal to the Fair Value of all or substantially all of the properties and assets attributed to the Media Group (the "Media Group Special Dividend" or the "Media Group Tender or Exchange Offer", respectively); provided, however, that the calculation of the Fair -------- ------- that shares Value of Series B Preferred Stock all or substantially all of the properties and assets attributed to the Media Group shall not be redeemable made without giving effect to any money borrowed by the Corporation prior to the fifth anniversary or any of the Issue Date unless the Current Market Price (as defined its subsidiaries in Section 12) shall be greater than the product of (x) the Conversion Price (as defined in Section 9) multiplied by (y) 1.35 , on at least 20 of the 30 Trading Days immediately prior to the date of the notice delivered by the Corporation to holders of shares of Series B Preferred Stock to be redeemed pursuant to paragraph (d) of this Section 6.
(b) Not more than 60 nor less than 15 Trading Days prior to the Redemption Date, the Corporation shall, if the Series B Preferred Stock is listed on any national securities connection with such dividend or tender offer or exchange or traded in the over-the-counter market, give notice by publication in a newspaper of general circulation in the Borough of Manhattan, The City of New York, that the Corporation has elected in accordance with paragraph (a) of this Section 6 to redeem and/or exchange any or all shares of the Series B Preferred Stock. The notice shall also specify (i) the percentage of the Series B Preferred Stock to be redeemed and/or exchanged, if less than all, (ii) if more than one form of consideration has been elected by the Corporation, the portion of such shares to be redeemed and the portion of such shares to be exchanged, (iii) the Redemption Price and the manner in which the Exchange Price shall be calculated prior to the Redemption Date, and (iv) the procedures to be followed to receive payment of the Redemption Price and/or the Exchange Priceoffer, as the case may be; and, a similar notice shall be mailed concurrently to each record holder of . The Redemption Date for shares of this Series B Preferred Stock, at such holder's address as it appears on the transfer books of the Corporation; provided, however, that if the -------- ------- Series B Preferred Stock is owned of record by 50 or fewer holders or groups of affiliated holders, the Corporation shall publicly announce the information contained in the notice by issuance of a press release and such notice shall be mailed in not more than 60 or less than 15 Trading Days prior to the Redemption Date, and shall set forth the information contained above.
(c) On or before the Redemption Date, the Corporation shall deposit for the benefit of the holders of shares of Series B Preferred Stock, in the case of a redemption, the funds necessary for such redemption and, in the case of an exchange, certificates representing the shares of Class A Common Stock to be exchanged, with a bank or trust company in the Borough of Manhattan, The City of New York, or in the City of Boston, in either case having a capital and surplus of at least $2,000,000,000. Any moneys or certificates so deposited redeemed by the Corporation and unclaimed at pursuant to this Section 4.1(b) shall be, if the end of two years from applicable Media Group Special Event is (I) the Media Group Subsidiary Redemption, the date designated for of such exchange, (II) the Media Group Disposition Dividend or the Media Group Special Dividend, the date of payment of such dividend, (III) the Media Group Disposition Redemption, the date of such redemption or (IV) the Media Group Tender or Exchange Offer, the date such tender offer or exchange offer is consummated. Notwithstanding anything to the contrary contained in this Section 4.1(b), any redemption pursuant to this Section 4.1(b) shall be released from any such deposit and revert to conditioned upon the general funds actual redemption of Media Stock for shares of common stock of the Corporation. After such conversionMedia Group Subsidiaries, any such bank payment of the Media Group Disposition Dividend or trust company shallthe amount due as a result of the Media Group Disposition Redemption (in each case in the required kind of capital stock, upon demandcash, pay over to securities and/or other property), payment of the Corporation such unclaimed amounts Media Group Special Dividend or certificatesthe consummation of the Media Group Tender or Exchange Offer, as the case may be.
ii. The Corporation shall, on the twentieth anniversary of the Effective Time, at its election either: (i) redeem, out of funds legally available therefor, all of the outstanding shares of this Series at the Redemption Price; (ii) exchange shares of Media Stock (or such other class or series of common stock into which shares of this Series are then convertible) for all of the outstanding shares of this Series at the Exchange Rate; or (iii) effect a combination of the options described in the foregoing clauses (i) and thereupon such bank or trust company shall be relieved of all responsibility (ii) (in respect thereof and any which event each holder of shares of this Series B Preferred shall receive the same proportion of cash and shares of Media Stock (or such other class or series of common stock into which shares of this Series are then convertible) (except for cash paid in lieu of fractional shares) paid to be redeemed other holders of shares of this Series).
iii. The Corporation shall look only to redeem, out of funds legally available therefore, all of the Corporation for the payment outstanding shares of this Series at the Redemption Price. In the event that moneys or certificates are deposited pursuant to this paragraph (c) in respect of shares of Series B Preferred Stock that are converted in accordance with the provisions of Section 9, such moneys or certificates, as the case may be, shall, upon such conversion, be released from any such deposit and revert to the Corporation. After such reversion, any such bank or trust company shall pay over to the Corporation such moneys or certificates and shall be relieved of all responsibility to the holders of such converted shares in respect thereof. Any interest accrued on funds deposited pursuant to this paragraph (c) shall be paid from time to time to the Corporation.
(d) Notice of redemption or exchange having been given as aforesaid, upon the deposit of funds or certificates, as the case may be, pursuant to paragraph (c) in respect of shares of Series B Preferred Stock to be redeemed or exchanged pursuant to this Section 6, notwithstanding that any certificates for such shares to be redeemed or exchanged shall not have been surrendered for cancellation, from and after the Redemption Date if (i) the Corporation converts all of the outstanding shares represented thereby shall no longer be deemed outstandingof Media Stock into shares of Communications Stock (or, if the Communications Stock is not Publicly Traded at such time and shares of any other class or series of common stock of the Corporation (other than Media Stock) are then Publicly Traded, of such other class or series of common stock as has the largest Market Capitalization) as provided in Section 2.4 of Article V of the Certificate of Incorporation and (ii) at any time following such conversion (A) an event substantially similar to any Media Group Special Event occurs in respect to the rights to receive dividends thereon shall cease and terminate and dividends on the Series B Preferred Communications Stock shall cease to accrue (or such other class or series of common stock) and (iiiB) all rights at the time of such event shares of another class or series of common stock of the holders Corporation (other then Communications Stock or such other class or series of common stock) are then Publicly Traded. The Redemption Date for, and the conditions to, any such redemption shall be determined in a manner consistent with the Redemption Date and conditions set forth in Section 4.1(b) for a redemption resulting from a substantially similar Media Group Special Event.
iv. The Corporation shall be entitled to effect an exchange of shares of Media Stock (or such other class or series of common stock into which shares of this Series B Preferred are then convertible) for shares of Series D Stock pursuant to Section 4.1(a) or 4.1(c) only to the extent Media Stock (or such other class or series of common stock) shall be redeemed available for issuance (including delivery of previously issued shares of Media Stock (or exchange shall cease and terminate, excepting only such other class or series) held in the right to receive Corporation's treasury on the Redemption Date). The Corporation may, but shall not be required to, in connection with any exchange of shares of this Series pursuant to Section 4.1(a) or 4.1(c), issue a fraction of a share of Media Stock (or such other class or series of common stock into which shares of this Series are then convertible), and if the Corporation shall determine not to issue any such fraction, the Corporation shall make a cash payment (rounded to the nearest cent) equal to such fraction multiplied by the Closing Price and/or Exchange Price therefor, without any interest thereonof the Media Stock (or such other class or series of common stock) on the last Trading Day prior to the Redemption Date.
(e) b. In the event that fewer than all of the outstanding shares of this Series are to be redeemed and/or exchanged pursuant to Section 6(a4.1(a), subject to clause (iii) of the second third sentence of section 6(aSection 4.1(a), the aggregate number of shares of this Series held by each holder which will be redeemed and/or exchanged shall be determined by the Corporation by lot or pro rata or by any other method as may be determined by the Board of Directors in its sole discretion to be equitable, and the certificate of the Corporation's Secretary or an Assistant Secretary filed with the transfer agent or transfer agents for this Series in respect of such determination by the Board of Directors shall be conclusive.
(f) Notwithstanding anything contained herein to the contrary, c. If the Corporation shall not be permitted determines to redeem and/or exchange any shares of Class A Common Stock (or such other class or series of common stock into which shares of this Series are convertiblepursuant to Section 4.1(a) for all or any part of the outstanding shares of this Series if such stock which the Corporation seeks to exchange for shares of this Series is not listed or admitted for trading on any national securities exchange or the Nasdaq National Market. In connection with the exchange of any shares of this Series4.1(c), the Corporation mayshall, but shall not be required to, issue a fraction of a share of Class A Common Stock (or such other class or series of common stock into which shares of this Series are then convertible) and, if later than the Corporation shall determine not to issue such fraction, 15th Trading Day nor earlier than the Corporation shall pay a cash payment (rounded to the nearest cent) equal to such fraction multiplied by the Current Market Price per share of Class A Common Stock (or such other class or series of common stock into which shares of this Series are then convertible) on the last 60th Trading Day prior to the Redemption Date. Notwithstanding , cause notice to be filed with the foregoingtransfer agent or agents for this Series and to be given to each record holder of the shares to be redeemed and/or exchanged, setting forth: (1) the Redemption Date; (2) in the case of a redemption or exchange pursuant to Section 4.1(c), that all shares of this Section 6(f) Series outstanding on the Redemption Date shall in no way restrict or limit be redeemed and/or exchanged by the Corporation; (3) in the case of a redemption or exchange pursuant to Section 4.1(a), the total number of shares of this Series to be redeemed and/or exchanged and, if fewer than all the shares held by such holder are to be redeemed and/or exchanged, the aggregate number of such shares which will be redeemed and/or exchanged; (4) the Redemption Price and/or the manner in which the Exchange Rate will be calculated prior to the Redemption Date; (5) that, if applicable, the Corporation shall determine on or prior to the second Trading Day preceding the Redemption Date the percentage of such holder's right shares to redeem all be redeemed and the percentage of such holder's shares to be exchanged; (6) that shares of this Series called for redemption or exchange may be converted at any part time prior to the Redemption Date (unless the Corporation (i) shall, in the case of a redemption, default in payment of the outstanding Redemption Price or, in the case of an exchange, fail to exchange the shares of this Series for cash the applicable number of shares of Media Stock or (ii) shall, in the case of a redemption pursuant to Section
4.1 (a), exercise its right to rescind such redemption or exchange pursuant to Section 4.5, in which case such right of conversion shall not terminate at such time and date); (7) the Redemption applicable Conversion Price.;
Appears in 1 contract
Redemption or Exchange. (a) The Corporation shall not have any ---------------------- right to redeem any shares of Series B Preferred Stock prior to the third anniversary of the Issue Date (as defined in Section 12). The Corporation may, at its sole option, subject to Section 3(b) 2.2 hereof, from time to time on and after the third fourth anniversary of the Issue DateEffective Time, at its election either: (i) redeem, out of funds legally available therefor, or, as provided below, exchange shares of Common Stock for, all or (in the case of Section 4.1(b)(i), any part part) of the outstanding shares of this Series. The redemption price for each share of this Series called for redemption pursuant to clause (i)of Section 4.1(b) shall be the Liquidation Value together with an amount equal to the accrued and unpaid dividends to the date fixed for redemption (hereinafter collectively referred to as the "Redemption Price"). The exchange price for each share of this Series called for exchange pursuant to clause (ii)of Section 4.1(b) shall be a number of shares of Common Stock equal to the Conversion Rate, together with, at the option of the Corporation, either (x)cash or (y)a number of shares of Common Stock, valued at the Closing Price on the Trading Day immediately preceding the date fixed for exchange, equal, in either case, to the aggregate amount of accrued and unpaid dividends on the Series B Preferred G Stock to the date fixed for exchange (provided that any dividends which are in arrears must be paid in cash) (hereinafter collectively referred to as the "Exchange Price").
(b) On the date fixed for redemption or exchange the Corporation shall, at its option, effect either
(i) a redemption of the shares of this Series to be redeemed by way of payment, out of funds legally available therefor, of cash equal to the aggregate Redemption Price (as defined in Section 12); for the shares of this Series then being redeemed;
(ii) subject to Section 6(f) hereof, an exchange of the shares of Class A this Series for the Exchange Price in shares of Common Stock (PROVIDED that the Corporation (A) shall be entitled to deliver cash (1) in lieu of any fractional share of Common Stock (determined in a manner consistent with Section 3.3) and (2) equal to accrued and unpaid dividends to the date fixed for exchange in lieu of shares of Common Stock and (B) shall be required to deliver cash in respect of any dividends that are in arrears); or
(iii) any combination thereof with respect to each share of this Series called for redemption or exchange.
(c) Notwithstanding clauses (ii) and (iii) of Section 4.1(b), the Corporation shall be entitled to effect an exchange of shares of Series G Stock for Common Stock or other shares of Capital Stock of the Corporation only to the extent that duly and validly issued, fully paid and nonassessable shares of Common Stock (or such other class shares of Capital Stock) shall be available for issuance (including delivery of previously issued shares of Common Stock held in the Corporation's treasury on the date fixed for exchange). The Corporation shall comply with Sections3.9 and 3.10 with respect to shares of Common Stock or series other shares of common stock into Capital Stock of the Corporation which would be issuable upon exchange of shares of this Series. Certificates for shares of Common Stock issued in exchange for surrendered shares of this Series are then convertible) for all or any part of the outstanding shares of this Series at the Exchange Price (as defined in Section 12); or (iii) subject to Section 6(f) hereof, effect a combination of the options described in the foregoing clauses (i) and (ii) (in which event each holder of shares of this Series which are selected for redemption and exchange pursuant to Section 6(e) this Section4.1 shall receive the same proportion of cash and shares of Class A Common Stock (or such other class or series of common stock into which shares of this Series are then convertible) (except for cash paid in lieu of fractional shares) paid to other holders of shares of this Series selected for redemption and exchange); provided, however, -------- ------- that shares of Series B Preferred Stock shall not be redeemable made available by the Corporation prior to not later than the fifth anniversary of the Issue Date unless the Current Market Price (as defined in Section 12) shall be greater than the product of (x) the Conversion Price (as defined in Section 9) multiplied by (y) 1.35 , on at least 20 of the 30 Trading Days immediately prior to Day following the date of the notice delivered by the Corporation to holders of shares of Series B Preferred Stock to be redeemed pursuant to paragraph (d) of this Section 6for exchange.
(b) Not more than 60 nor less than 15 Trading Days prior to the Redemption Date, the Corporation shall, if the Series B Preferred Stock is listed on any national securities exchange or traded in the over-the-counter market, give notice by publication in a newspaper of general circulation in the Borough of Manhattan, The City of New York, that the Corporation has elected in accordance with paragraph (a) of this Section 6 to redeem and/or exchange any or all shares of the Series B Preferred Stock. The notice shall also specify (i) the percentage of the Series B Preferred Stock to be redeemed and/or exchanged, if less than all, (ii) if more than one form of consideration has been elected by the Corporation, the portion of such shares to be redeemed and the portion of such shares to be exchanged, (iii) the Redemption Price and the manner in which the Exchange Price shall be calculated prior to the Redemption Date, and (iv) the procedures to be followed to receive payment of the Redemption Price and/or the Exchange Price, as the case may be; and, a similar notice shall be mailed concurrently to each record holder of shares of Series B Preferred Stock, at such holder's address as it appears on the transfer books of the Corporation; provided, however, that if the -------- ------- Series B Preferred Stock is owned of record by 50 or fewer holders or groups of affiliated holders, the Corporation shall publicly announce the information contained in the notice by issuance of a press release and such notice shall be mailed in not more than 60 or less than 15 Trading Days prior to the Redemption Date, and shall set forth the information contained above.
(c) On or before the Redemption Date, the Corporation shall deposit for the benefit of the holders of shares of Series B Preferred Stock, in the case of a redemption, the funds necessary for such redemption and, in the case of an exchange, certificates representing the shares of Class A Common Stock to be exchanged, with a bank or trust company in the Borough of Manhattan, The City of New York, or in the City of Boston, in either case having a capital and surplus of at least $2,000,000,000. Any moneys or certificates so deposited by the Corporation and unclaimed at the end of two years from the date designated for such redemption or exchange shall be released from any such deposit and revert to the general funds of the Corporation. After such conversion, any such bank or trust company shall, upon demand, pay over to the Corporation such unclaimed amounts or certificates, as the case may be, and thereupon such bank or trust company shall be relieved of all responsibility in respect thereof and any holder of shares of Series B Preferred Stock to be redeemed shall look only to the Corporation for the payment of the Redemption Price. In the event that moneys or certificates are deposited pursuant to this paragraph (c) in respect of shares of Series B Preferred Stock that are converted in accordance with the provisions of Section 9, such moneys or certificates, as the case may be, shall, upon such conversion, be released from any such deposit and revert to the Corporation. After such reversion, any such bank or trust company shall pay over to the Corporation such moneys or certificates and shall be relieved of all responsibility to the holders of such converted shares in respect thereof. Any interest accrued on funds deposited pursuant to this paragraph (c) shall be paid from time to time to the Corporation.
(d) Notice of redemption or exchange having been given as aforesaid, upon the deposit of funds or certificates, as the case may be, pursuant to paragraph (c) in respect of shares of Series B Preferred Stock to be redeemed or exchanged pursuant to this Section 6, notwithstanding that any certificates for such shares to be redeemed or exchanged shall not have been surrendered for cancellation, from and after the Redemption Date (i) the shares represented thereby shall no longer be deemed outstanding, (ii) the rights to receive dividends thereon shall cease and terminate and dividends on the Series B Preferred Stock shall cease to accrue and (iii) all rights of the holders of shares of Series B Preferred Stock to be redeemed or exchange shall cease and terminate, excepting only the right to receive the Redemption Price and/or Exchange Price therefor, without any interest thereon.
(e) 4.2 In the event that fewer than all of the outstanding shares of this Series are to be redeemed and/or exchanged pursuant to Section 6(a), subject to clause (iii) of the second sentence of section 6(a4.1(b)(i), the aggregate number of shares to be redeemed from each holder of shares of this Series held by each holder which will be redeemed and/or exchanged shall be determined by the Corporation by lot or pro rata or by any other method as may be determined by the Board of Directors in its sole discretion to be equitable, and the certificate of the Corporation's Secretary or an Assistant Secretary filed with the transfer agent or transfer agents for this Series in respect of such determination by the Board of Directors shall be conclusive.
(f) Notwithstanding anything contained herein to 4.3 In the contrary, event the Corporation shall not be permitted to redeem or exchange any shares of Class A Common Stock this Series pursuant to Section4.1, notice of such redemption or exchange shall be given by first class mail, postage prepaid, mailed not less than fifteen (15) nor more than sixty (60) days prior to the date fixed for redemption or exchange, as the case may be, to each record holder of the shares to be redeemed or exchanged, at such other class or series holder's address as the same appears on the books of common stock into which the Corporation. Each such notice shall state: (i) whether the shares of this Series are convertibleto be redeemed or exchanged; (ii) for all the time and date as of which the redemption or any part exchange shall occur; (iii) the total number of the outstanding shares of this Series to be redeemed or exchanged and, if fewer than all the shares held by such stock which holder are to be redeemed, the Corporation seeks number of such shares to exchange for be redeemed from such holder; (iv)the Redemption Price or the Exchange Price, as the case may be; (v) that shares of this Series is not listed called for redemption or admitted for trading on exchange may be converted at any national securities exchange or the Nasdaq National Market. In connection with the exchange of any shares of this Series, the Corporation may, but shall not be required to, issue a fraction of a share of Class A Common Stock (or such other class or series of common stock into which shares of this Series are then convertible) and, if the Corporation shall determine not to issue such fraction, the Corporation shall pay a cash payment (rounded to the nearest cent) equal to such fraction multiplied by the Current Market Price per share of Class A Common Stock (or such other class or series of common stock into which shares of this Series are then convertible) on the last Trading Day time prior to the Redemption Date. Notwithstanding time and date fixed for redemption or exchange (unless the foregoingCorporation shall, this Section 6(f) shall in no way restrict or limit the Corporation's right to redeem all or any part case of a redemption, default in payment of the outstanding Redemption Price or, in the case of an exchange, fail to exchange the shares of this Series for the applicable number of shares of Common Stock and any cash portion of the Exchange Price or shall exercise its right to rescind such redemption pursuant to Section 4.5, in which case such right of conversion shall not terminate at such time and date); (vi)the applicable Conversion Price and Conversion Rate; (vii)the place or places where certificates for such shares are to be surrendered for payment of the Redemption Price, in the case of redemption, or for delivery of certificates representing the shares of Common Stock and the payment of any cash portion of the Exchange Price, in the case of exchange; and (viii) that dividends on the shares of this Series to be redeemed or exchanged will cease to accrue on such redemption or exchange date.
4.4 If notice of redemption or exchange shall have been given by the Corporation as provided in Section 4.3, dividends on the shares of this Series so called for redemption or exchange shall cease to accrue, such shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Corporation with respect to shares so called for redemption or exchange (except (i) in the case of redemption, the right to receive from the Corporation the Redemption Price without interest and in the case of exchange, the right to receive from the Corporation the Exchange Price without interest and (ii) the right to convert such shares in accordance with Section 3) shall cease (including any right to receive dividends otherwise payable on any Dividend Payment Date that would have occurred after the time and date of redemption or exchange) either (i) in the case of a redemption or exchange pursuant to Section 4.1, from and after the time and date fixed in the notice of redemption or exchange as the time and date of redemption or exchange (unless the Corporation shall (x) in the case of a redemption, default
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Redemption or Exchange. (a) The Corporation Except as provided in Section 4.1(b), the shares of this Series shall not have any ---------------------- right to redeem any shares of Series B Preferred Stock be redeemable by the Corporation prior to the third anniversary of the Issue Date (as defined in Section 12)Effective Time. The Corporation may, at its sole option, subject to Section 3(b) 2.2 hereof, from time to time on and after the third anniversary of the Issue Date, at its election either: (i) redeem, out of funds legally available therefor, all or any part Effective Time and prior to the fifth anniversary of the outstanding shares of the Series B Preferred Stock at the Redemption Price (as defined in Section 12); (ii) subject to Section 6(f) hereofEffective Time, exchange shares of Class A Common Media Stock (or such other class or series of common stock into which shares of this Series are then convertible) for all or any part of the outstanding shares of this Series at the Exchange Rate; PROVIDED, HOWEVER, that such an exchange may only be effected if the Closing Price shall be greater than the product of (as defined in x) the Conversion Price multiplied by (y) 1.35, on 20 of the 30 Trading Days immediately prior to the date of the notice delivered by the Corporation pursuant to Section 12)4.3(a) to holders of shares of this Series to be exchanged. The Corporation may, at its sole option, subject to Section 2.2 hereof, from time to time on and after the fifth anniversary of the Effective Time, at its election either: (i) redeem, out of funds legally available therefor, all or any part of the outstanding shares of this Series at the Redemption Price; (ii) exchange shares of Media Stock (or such other class or series of common stock into which shares of this Series are then convertible) for all or any part of the outstanding shares of this Series at the Exchange Rate; or (iii) subject to Section 6(f) hereof, effect a combination of the options described in the foregoing clauses (i) and (ii) (in which event each holder of shares of this Series which are selected for redemption and exchange pursuant to Section 6(e) 4.2 shall receive the same proportion of cash and shares of Class A Common Media Stock (or such other class or series of common stock into which shares of this Series are then convertible) (except for cash paid in lieu of fractional shares) paid to other holders of shares of this Series selected for redemption and exchange); provided, however, -------- ------- that shares of Series B Preferred Stock shall not be redeemable by the Corporation prior to the fifth anniversary of the Issue Date unless the Current Market Price (as defined in Section 12) shall be greater than the product of (x) the Conversion Price (as defined in Section 9) multiplied by (y) 1.35 , on at least 20 of the 30 Trading Days immediately prior to the date of the notice delivered by the Corporation to holders of shares of Series B Preferred Stock to be redeemed pursuant to paragraph (d) of this Section 6.
(b) Not more than 60 nor less than 15 Trading Days prior The Corporation shall redeem, out of funds legally available therefor, all of the outstanding shares of this Series, at the Redemption Price, if any of the following events with respect to the Redemption DateMedia Group occur (such events being collectively referred to herein as the "Media Group Special Events"):
(A) the Corporation redeems all of the outstanding shares of Media Stock in exchange for shares of common stock of the Media Group Subsidiaries as provided in Section 2.4.3 of Article V of the Certificate of Incorporation (the "Media Group Subsidiary Redemption") or (B) following a Disposition of all or substantially all of the properties and assets attributed to the Media Group, the Corporation shalleither (1) pays a dividend on the Media Stock in an amount equal to the product of the Outstanding Media Fraction multiplied by the Fair Value of the Net Proceeds of such Disposition as provided in Section 2.4.1(A)(1)(a) of Article V of the Certificate of Incorporation (the "Media Group Disposition Dividend"), if or (2) redeems shares of Media Stock for an amount equal to the Series B Preferred product of the Outstanding Media Fraction multiplied by the Fair Value of the Net Proceeds of such Disposition as provided in Section 2.4.1(A)(1)(b) of Article V of the Certificate of Incorporation (the "Media Group Disposition Redemption"); or
(ii) the Corporation pays a dividend on, or the Corporation or any of its subsidiaries consummates a tender offer or exchange offer for, shares of Media Stock and the aggregate amount of such dividend or the consideration paid in such tender offer or exchange offer is listed on any national securities exchange an amount equal to the Fair Value of all or traded in substantially all of the over-the-counter marketproperties and assets attributed to the Media Group (the "Media Group Special Dividend" or the "Media Group Tender or Exchange Offer", give notice by publication in a newspaper of general circulation in the Borough of Manhattanrespectively); PROVIDED, The City of New YorkHOWEVER, that the Corporation has elected in accordance with paragraph (a) of this Section 6 to redeem and/or exchange any or all shares calculation of the Series B Preferred Stock. The notice shall also specify (i) the percentage Fair Value of all or substantially all of the Series B Preferred Stock properties and assets attributed to the Media Group shall be redeemed and/or exchanged, if less than all, (ii) if more than one form of consideration has been elected made without giving effect to any money borrowed by the Corporation, the portion Corporation or any of its subsidiaries in connection with such shares to be redeemed and the portion of such shares to be exchanged, (iii) the Redemption Price and the manner in which the Exchange Price shall be calculated prior to the Redemption Date, and (iv) the procedures to be followed to receive payment of the Redemption Price and/or the Exchange Pricedividend or tender offer or exchange offer, as the case may be; and, a similar notice shall be mailed concurrently to each record holder of . The Redemption Date for shares of this Series B Preferred Stock, at such holder's address as it appears on the transfer books of the Corporation; provided, however, that if the -------- ------- Series B Preferred Stock is owned of record by 50 or fewer holders or groups of affiliated holders, the Corporation shall publicly announce the information contained in the notice by issuance of a press release and such notice shall be mailed in not more than 60 or less than 15 Trading Days prior to the Redemption Date, and shall set forth the information contained above.
(c) On or before the Redemption Date, the Corporation shall deposit for the benefit of the holders of shares of Series B Preferred Stock, in the case of a redemption, the funds necessary for such redemption and, in the case of an exchange, certificates representing the shares of Class A Common Stock to be exchanged, with a bank or trust company in the Borough of Manhattan, The City of New York, or in the City of Boston, in either case having a capital and surplus of at least $2,000,000,000. Any moneys or certificates so deposited redeemed by the Corporation and unclaimed at pursuant to this Section 4.1(b) shall be, if the end of two years from applicable Media Group Special Event is (I) the Media Group Subsidiary Redemption, the date designated for of such exchange, (II) the Media Group Disposition Dividend or the Media Group Special Dividend, the date of payment of such dividend, (III) the Media Group Disposition Redemption, the date of such redemption or (IV) the Media Group Tender or Exchange Offer, the date such tender offer or exchange offer is consummated. Notwithstanding anything to the contrary contained in this Section 4.1(b), any redemption pursuant to this Section 4.1(b) shall be released from any such deposit and revert to conditioned upon the general funds actual redemption of Media Stock for shares of common stock of the Corporation. After such conversionMedia Group Subsidiaries, any such bank payment of the Media Group Disposition Dividend or trust company shallthe amount due as a result of the Media Group Disposition Redemption (in each case in the required kind of capital stock, upon demandcash, pay over to securities and/or other property), payment of the Corporation such unclaimed amounts Media Group Special Dividend or certificatesthe consummation of the Media Group Tender or Exchange Offer, as the case may be.
(c) The Corporation shall, on the twentieth anniversary of the Effective Time, at its election either: (i) redeem, out of funds legally available therefor, all of the outstanding shares of this Series at the Redemption Price; (ii) exchange shares of Media Stock (or such other class or series of common stock into which shares of this Series are then convertible) for all of the outstanding shares of this Series at the Exchange Rate; or (iii) effect a combination of the options described in the foregoing clauses (i) and thereupon such bank or trust company shall be relieved of all responsibility (ii) (in respect thereof and any which event each holder of shares of this Series B Preferred shall receive the same proportion of cash and shares of Media Stock (or such other class or series of common stock into which shares of this Series are then convertible) (except for cash paid in lieu of fractional shares) paid to be redeemed shall look only to the Corporation for the payment of the Redemption Price. In the event that moneys or certificates are deposited pursuant to this paragraph (c) in respect other holders of shares of Series B Preferred Stock that are converted in accordance with the provisions of Section 9, such moneys or certificates, as the case may be, shall, upon such conversion, be released from any such deposit and revert to the Corporation. After such reversion, any such bank or trust company shall pay over to the Corporation such moneys or certificates and shall be relieved of all responsibility to the holders of such converted shares in respect thereof. Any interest accrued on funds deposited pursuant to this paragraph (c) shall be paid from time to time to the CorporationSeries).
(d) Notice of redemption or exchange having been given as aforesaidThe Corporation shall redeem, upon the deposit out of funds or certificateslegally available therefore, as all of the case may be, pursuant to paragraph (c) in respect of outstanding shares of this Series B Preferred Stock to be redeemed or exchanged pursuant to this Section 6, notwithstanding that any certificates for such shares to be redeemed or exchanged shall not have been surrendered for cancellation, from and after at the Redemption Date Price, if (i) the Corporation converts all of the outstanding shares represented thereby shall no longer be deemed outstandingof Media Stock into shares of Communications Stock (or, if the Communications Stock is not Publicly Traded at such time and shares of any other class or series of common stock of the Corporation (other than Media Stock) are then Publicly Traded, of such other class or series of common stock as has the largest Market Capitalization) as provided in Section 2.4 of Article V of the Certificate of Incorporation and (ii) at any time following such conversion (A) an event substantially similar to any Media Group Special Event occurs in respect to the rights to receive dividends thereon shall cease and terminate and dividends on the Series B Preferred Communications Stock shall cease to accrue (or such other class or series of common stock) and (iiiB) all rights at the time of such event shares of another class or series of common stock of the holders Corporation (other then Communications Stock or such other class or series of shares of Series B Preferred Stock to common stock) are then Publicly Traded. The Redemption Date for, and the conditions to, any such redemption shall be redeemed or exchange shall cease and terminate, excepting only the right to receive determined in a manner consistent with the Redemption Price and/or Exchange Price therefor, without any interest thereonDate and conditions set forth in Section 4.1(b) for a redemption resulting from a substantially similar Media Group Special Event.
(e) The Corporation shall be entitled to effect an exchange of shares of Media Stock (or such other class or series of common stock into which shares of this Series are then convertible) for shares of Series D Stock pursuant to Section 4.1(a) or 4.1(c) only to the extent Media Stock (or such other class or series of common stock) shall be available for issuance (including delivery of previously issued shares of Media Stock (or such other class or series) held in the Corporation's treasury on the Redemption Date). The Corporation may, but shall not be required to, in connection with any exchange of shares of this Series pursuant to Section 4.1(a) or 4.1(c), issue a fraction of a share of Media Stock (or such other class or series of common stock into which shares of this Series are then convertible), and if the Corporation shall determine not to issue any such fraction, the Corporation shall make a cash payment (rounded to the nearest cent) equal to such fraction multiplied by the Closing Price of the Media Stock (or such other class or series of common stock) on the last Trading Day prior to the Redemption Date.
4.2 In the event that fewer than all of the outstanding shares of this Series are to be redeemed and/or exchanged pursuant to Section 6(a4.1(a), subject to clause (iii) of the second third sentence of section 6(aSection 4.1(a), the aggregate number of shares of this Series held by each holder which will be redeemed and/or exchanged shall be determined by the Corporation by lot or pro rata or by any other method as may be determined by the Board of Directors in its sole discretion to be equitable, and the certificate of the Corporation's Secretary or an Assistant Secretary filed with the transfer agent or transfer agents for this Series in respect of such determination by the Board of Directors shall be conclusive.
(fa) Notwithstanding anything contained herein to the contrary, If the Corporation shall not be permitted determines to redeem and/or exchange any shares of Class A Common Stock (or such other class or series of common stock into which shares of this Series are convertiblepursuant to Section 4.1(a) for all or any part of the outstanding shares of this Series if such stock which the Corporation seeks to exchange for shares of this Series is not listed or admitted for trading on any national securities exchange or the Nasdaq National Market. In connection with the exchange of any shares of this Series4.1(c), the Corporation mayshall, but shall not be required to, issue a fraction of a share of Class A Common Stock (or such other class or series of common stock into which shares of this Series are then convertible) and, if later than the Corporation shall determine not to issue such fraction, 15th Trading Day nor earlier than the Corporation shall pay a cash payment (rounded to the nearest cent) equal to such fraction multiplied by the Current Market Price per share of Class A Common Stock (or such other class or series of common stock into which shares of this Series are then convertible) on the last 60th Trading Day prior to the Redemption Date. Notwithstanding , cause notice to be filed with the foregoing, transfer agent or agents for this Section 6(f) shall in no way restrict or limit the Corporation's right Series and to redeem all or any part be given to each record holder of the outstanding shares to be redeemed and/or exchanged, setting forth: (1) the Redemption Date; (2) in the case of a redemption or exchange pursuant to Section 4.1(c), that all shares of this Series for cash at outstanding on the Redemption Price.Date shall be redeemed and/or exchanged by the Corporation; (3) in the case of a redemption or exchange pursuant to Section 4.1(a), the total number of shares of this Series to be redeemed and/or exchanged and, if fewer than all the shares held by such holder are to be redeemed and/or exchanged, the aggregate number of such shares which will be redeemed and/or exchanged; (4) the Redemption Price and/or the manner in which the Exchange Rate will be calculated prior to the Redemption Date; (5) that, if applicable, the Corporation shall determine on or prior to the second Trading Day preceding the Redemption Date the percentage of such holder's shares to be redeemed and the percentage of such holder's shares to be exchanged; (6) that shares of this Series called for redemption or exchange may be converted at any time prior to the Redemption Date (unless the Corporation (i) shall, in the case of a redemption, default in payment of the Redemption Price or, in the case of an exchange, fail to exchange the shares of
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Samples: Merger Agreement (Us West Inc)
