Common use of Redemption Price Clause in Contracts

Redemption Price. (a) The redemption price payable pursuant to any redemption pursuant to Section 7 (other than any redemption in connection with a Conversion Notice pursuant to Sections 6 and 7(i)) shall be paid in cash or, at the election of the Corporation in its sole discretion, in shares of Common Stock, based on the VWAP of the Common Stock for the 20 Trading Days immediately preceding the Optional Redemption Date; provided however, that if the shares of Common Stock are not then listed on a national securities exchange, then the value of the Common Stock will be equal to the then current NAV per share of the Common Stock, if then established by the Corporation. Until the establishment of a NAV per share, the value of the Common Stock for redemption purposes shall be equal to $25.00, or the initial offering price per share of the Common Stock in the Corporation's initial public offering. For the avoidance of doubt, any accumulated, accrued and unpaid dividends, if any, with respect to shares of Series A Preferred Stock to be redeemed shall be paid in cash. (b) Redemptions of shares of Series A Preferred Stock by the Corporation in connection with a Conversion Notice pursuant to Sections 6 and 7(i), if any, shall be paid in cash. (c) In the event of any redemption pursuant to Section 7, if the Optional Redemption Date occurs after a Dividend Record Date and on or prior to the related Dividend Payment Date, the dividend payable on such Dividend Payment Date in respect of such shares called for redemption shall be payable on such Dividend Payment Date to the holders of record at the close of business on such Dividend Record Date, and shall not be payable as part of the redemption price for such shares.

Appears in 2 contracts

Samples: Merger Agreement (MVP REIT II, Inc.), Merger Agreement (MVP REIT, Inc.)

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Redemption Price. (a) The redemption price payable pursuant and thereafter at a Redemption Price equal to any redemption pursuant to Section 7 (other than any redemption in connection with a Conversion Notice pursuant to Sections 6 and 7(i)) shall be paid in cash or, at the election ______% of the Corporation principal amount, together in its sole discretion, in shares the case of Common Stock, based on any such redemption with accrued interest to the VWAP of the Common Stock for the 20 Trading Days immediately preceding the Optional Redemption Date; provided however, that if the shares of Common Stock are not then listed on a national securities exchange, then the value of the Common Stock will be equal to the then current NAV per share of the Common Stock, if then established by the Corporation. Until the establishment of a NAV per share, the value of the Common Stock for redemption purposes shall be equal to $25.00, or the initial offering price per share of the Common Stock in the Corporation's initial public offering. For the avoidance of doubt, any accumulated, accrued and unpaid dividends, if any, with respect to shares of Series A Preferred Stock to be redeemed shall be paid in cash. (b) Redemptions of shares of Series A Preferred Stock by the Corporation in connection with a Conversion Notice pursuant to Sections 6 and 7(i), if any, shall be paid in cash. (c) In the event of any redemption pursuant to Section 7, if the Optional Redemption Date occurs after a Dividend Record Date and but interest installments whose Stated Maturity is on or prior to the related Dividend Payment Date, the dividend payable on such Dividend Payment Redemption Date in respect of such shares called for redemption shall be payable on such Dividend Payment Date to the holders Holders of such Securities or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such Dividend Record Dateinterest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall not terminate.] All payments of principal, premium and interest in respect of the Securities shall be made after withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Mexico or any authority therein or thereof having power to tax (“Mexican Taxes”). In the event of any withholding or deduction for any Mexican Taxes, the Company shall pay such additional amounts (“Additional Amounts”) as will result in receipt by the Holders of Securities on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Mexican Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable as part of with respect to any payment on a Security to the redemption price for such shares.extent:

Appears in 2 contracts

Samples: Indenture (America Movil Sa De Cv/), Indenture (Mobile Radio Dipsa)

Redemption Price. (a) The redemption price payable for each Series A-1 Preferred Share and Series A-2 Preferred Share redeemed pursuant to any redemption pursuant to Section 7 (other than any redemption in connection with a Conversion Notice pursuant to Sections 6 and 7(i)this Clause 9(e)(i)(2) shall be paid in cash or, at the election of the Corporation in its sole discretion, in shares of Common Stock, based on the VWAP of the Common Stock for the 20 Trading Days immediately preceding the Optional Redemption Date; provided however, that if the shares of Common Stock are not then listed on a national securities exchange, then the value of the Common Stock will be equal to the then current NAV per share of the Common Stock, if then established by the Corporation. Until the establishment of a NAV per share, the value of the Common Stock for redemption purposes shall be equal to $25.00a price per Preferred Share which is one hundred and fifty percent (150%) of the applicable Initial Purchase Price, plus all declared or accrued but unpaid dividends thereon up until the initial offering date of redemption (adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions), including the dividends to be paid pursuant to Clause 9(a)(ii) (the “Series A-1 and Series A-2 Redemption Price”). The redemption price for Series A-3 Preferred Shares redeemed pursuant to this Clause 9(e)(i)(2) shall be equal to a price per share which is one hundred and twenty-five percent (125%) of the Common Stock in applicable Initial Purchase Price, plus all declared or accrued but unpaid dividends thereon up until the Corporation's initial public offering. For the avoidance date of doubtredemption (adjusted for any share splits, any accumulated, accrued and unpaid share dividends, if anycombinations, with respect to shares of Series A Preferred Stock recapitalizations or similar transactions), including the dividends to be redeemed shall be paid in cash. (b) Redemptions of shares of Series A Preferred Stock by the Corporation in connection with a Conversion Notice pursuant to Sections 6 and 7(iClause 9(a)(ii) (the “Series A-3 Redemption Price”), if any, shall be paid in cash. (c) In the event of any redemption pursuant to Section 7, if the Optional Redemption Date occurs after a Dividend Record Date and on or prior to the related Dividend Payment Date, the dividend payable on such Dividend Payment Date in respect of such shares called for redemption shall be payable on such Dividend Payment Date to the holders of record at the close of business on such Dividend Record Date, and shall not be payable as part of the . The redemption price for such shareseach Series B Preferred Share redeemed pursuant to this Clause 9(e)(i)(2) shall be equal to a price per Preferred Share which is one hundred and twenty-five percent (125%) of the applicable Initial Purchase Price, plus all declared or accrued but unpaid dividends thereon up until the date of redemption (adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions), including the dividends to be paid pursuant to Clause 9(a)(ii) (the “Series B Redemption Price”). The redemption price for each Series C Preferred Share redeemed pursuant to this Clause 9(e)(i)(2) shall be equal to a price per Preferred Share which is one hundred and twenty-five percent (125%) of the applicable Initial Purchase Price, plus all declared or accrued but unpaid dividends thereon up until the date of redemption (adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions), including the dividends to be paid pursuant to Clause 9(a)(ii) (the “Series C Redemption Price”). The redemption price for each Series D Preferred Share redeemed pursuant to this Clause 9(e)(i)(2) shall be equal to a price per Preferred Share which is one hundred and twenty-five percent (125%) of the applicable Initial Purchase Price, plus all declared or accrued but unpaid dividends thereon up until the date of redemption (adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions), including the dividends to be paid pursuant to Clause 9(a)(ii) (the “Series D Redemption Price”).

Appears in 2 contracts

Samples: Series D Preferred Share Purchase Agreement (Momo Inc.), Series D Preferred Share Purchase Agreement (Momo Inc.)

Redemption Price. (a) The redemption price payable for each Series A-1 Preferred Share and Series A-2 Preferred Share redeemed pursuant to any redemption pursuant to Section 7 (other than any redemption in connection with a Conversion Notice pursuant to Sections 6 and 7(i)this Clause 9(e)(i)(2) shall be paid in cash or, at the election of the Corporation in its sole discretion, in shares of Common Stock, based on the VWAP of the Common Stock for the 20 Trading Days immediately preceding the Optional Redemption Date; provided however, that if the shares of Common Stock are not then listed on a national securities exchange, then the value of the Common Stock will be equal to the then current NAV per share of the Common Stock, if then established by the Corporation. Until the establishment of a NAV per share, the value of the Common Stock for redemption purposes shall be equal to $25.00a price per Preferred Share which is one hundred and fifty percent (150%) of the applicable Initial Purchase Price, plus all declared or accrued but unpaid dividends thereon up until the initial offering date of redemption (adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions), including the dividends to be paid pursuant to Clause 9(a)(ii) (the “Series A-1 and Series A-2 Redemption Price”). The redemption price for Series A-3 Preferred Shares redeemed pursuant to this Clause 9(e)(i)(2) shall be equal to a price per share which is one hundred and twenty-five percent (125%) of the Common Stock in applicable Initial Purchase Price, plus all declared or accrued but unpaid dividends thereon up until the Corporation's initial public offering. For the avoidance date of doubtredemption (adjusted for any share splits, any accumulated, accrued and unpaid share dividends, if anycombinations, with respect to shares of Series A Preferred Stock recapitalizations or similar transactions), including the dividends to be redeemed shall be paid in cash. (b) Redemptions of shares of Series A Preferred Stock by the Corporation in connection with a Conversion Notice pursuant to Sections 6 and 7(iClause 9(a)(ii) (the “Series A-3 Redemption Price”), if any, shall be paid in cash. (c) In the event of any redemption pursuant to Section 7, if the Optional Redemption Date occurs after a Dividend Record Date and on or prior to the related Dividend Payment Date, the dividend payable on such Dividend Payment Date in respect of such shares called for redemption shall be payable on such Dividend Payment Date to the holders of record at the close of business on such Dividend Record Date, and shall not be payable as part of the . The redemption price for such shareseach Series B Preferred Share redeemed pursuant to this Clause 9(e)(i)(2) shall be equal to a price per Preferred Share which is one hundred and twenty-five percent (125%) of the applicable Initial Purchase Price, plus all declared or accrued but unpaid dividends thereon up until the date of redemption (adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions), including the dividends to be paid pursuant to Clause 9(a)(ii) (the “Series B Redemption Price”). The redemption price for each Series C Preferred Share redeemed pursuant to this Clause 9(e)(i)(2) shall be equal to a price per Preferred Share which is one hundred and twenty-five percent (125%) of the applicable Initial Purchase Price, plus all declared or accrued but unpaid dividends thereon up until the date of redemption (adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions), including the dividends to be paid pursuant to Clause 9(a)(ii) (the “Series C Redemption Price”).

Appears in 2 contracts

Samples: Series C Preferred Share Purchase Agreement (Momo Inc.), Series C Preferred Share Purchase Agreement (Momo Inc.)

Redemption Price. (a) The In connection with any redemption price payable pursuant to Sections 7(a)(i), 7(a)(iii), 7(a)(iv) or 7(a)(v), the Corporation shall pay a price per share of Series B Preferred Stock in cash equal to the greater of (i) the Stated Value thereof plus all accumulated and unpaid dividends thereon since the immediately preceding Dividend Date calculated through the day prior to such redemption and (ii) $1,500, plus all accumulated and unpaid dividends thereon since the immediately preceding Dividend Date calculated through the day prior to such redemption, minus the amount of any Series B Preferred Cash Dividends actually paid on such share of Series B Preferred Stock since the Closing Date (the “Optional Redemption Price”). In connection with any redemption pursuant to Section 7 (other than any redemption in connection with a Conversion Notice pursuant to Sections 6 and 7(i7(a)(ii)) shall be paid in cash or, at the election of the Corporation in its sole discretion, in shares of Common Stock, based on the VWAP of the Common Stock for the 20 Trading Days immediately preceding the Optional Redemption Date; provided however, that if the shares of Common Stock are not then listed on shall pay a national securities exchange, then the value of the Common Stock will be equal to the then current NAV per share of the Common Stock, if then established by the Corporation. Until the establishment of a NAV per share, the value of the Common Stock for redemption purposes shall be equal to $25.00, or the initial offering price per share of the Common Series B Preferred Stock in cash equal to the Corporation's initial public offering. For the avoidance of doubt, any accumulated, accrued Stated Value thereof plus all accumulated and unpaid dividends, if any, with respect dividends thereon calculated through the day prior to shares of Series A Preferred Stock to be redeemed such redemption (the “Mandatory Redemption Price”). There shall be paid in cash. (b) Redemptions of shares of Series A Preferred Stock by the Corporation no premium or penalty payable in connection with a Conversion Notice pursuant to Sections 6 and 7(i), if any, shall be paid in cash. (c) In any such mandatory redemption. To the event of any redemption pursuant to Section 7fullest extent permitted by law, if the Corporation pays or makes available in accordance with Section 7(f) to the holder of a share of Series B Preferred Stock the Optional Redemption Date occurs after a Dividend Record Date and on Price or prior to the related Dividend Payment DateMandatory Redemption Price, the dividend payable on such Dividend Payment Date as applicable, in respect of such shares called for redemption share of Series B Preferred Stock when and as required, such share of Series B Preferred Stock shall be payable on cancelled notwithstanding failure of the holder thereof to return the certificate representing such Dividend Payment Date to the holders of record at the close of business on share; provided that such Dividend Record Date, and cancellation shall not be payable as part impair the right of the redemption price for holder of such sharesshare to subsequently receive the amount that has been made available.

Appears in 2 contracts

Samples: Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Commitment Agreement (Infrastructure & Energy Alternatives, Inc.)

Redemption Price. (a) The redemption price payable pursuant to any redemption pursuant to Section 7 (other than any redemption in connection with a Conversion Notice pursuant to Sections 6 and 7(i)) shall be paid in cash or, at the election of the Corporation in its sole discretion, in shares of Common Stock, based on the VWAP of the Common Stock for the 20 Trading Days immediately preceding units (the Optional “Effective Redemption Date; provided howeverPrice”) will be, that if as follows: (i) For redemption requests made in the shares first twelve (12) months following the acquisition of Common Stock are not then listed on Interests in a national securities exchangeSeries in the Initial Offering or Subsequent Offering, then the value of the Common Stock redemption price will be equal to the then current NAV per share seventy-five percent (75%) of the Common Stock, if then established by the Corporation. Until the establishment of a NAV per share, the value purchase price of the Common Stock for redemption purposes shall be equal Interests being redeemed reduced by (i) the aggregate sum of distributions already paid to $25.00the Member with respect to such Interests in a Series, or rounded down to the initial offering price per share nearest cent, and (ii) the aggregate sum of the Common Stock in the Corporation's initial public offering. For the avoidance of doubt, any accumulated, accrued and unpaid dividendsdistributions, if any, that the Managing Member declared but unpaid to the Member with respect to shares such Interests in a Series subject to the redemption request. The aggregate redemption amount (which includes distributions already paid or distributions declared but unpaid) shall not be more than the Member’s original purchase price of Series A Preferred Stock to be redeemed shall be paid the Interests in cashthe Series. (bii) Redemptions For redemption requests made in the second twelve (12) months following the acquisition of shares Interests in a Series in the Initial Offering or Subsequent Offering, the redemption price will be equal to eighty percent (80%) of the purchase price of the Interests being redeemed. The redemption price with respect to the Interests in the Series A Preferred Stock that are subject to the redemption request will not be reduced by the Corporation in connection with a Conversion Notice pursuant to Sections 6 and 7(i)aggregate sum of distributions, if any, shall be that have been (i) paid with respect to such Interests in casha Series prior to the date of the redemption request or (ii) declared by the Managing member but unpaid on such Interests in a Series with record dates during the period between the redemption request date and the redemption date. (ciii) In For redemption requests made in the event third twelve (12) months following the acquisition of any Interests in a Series in the Initial Offering or Subsequent Offering, the redemption pursuant price will be equal to Section 7ninety percent (90%) of the purchase price of the Interests being redeemed. The redemption price with respect to the Interests in the Series that are subject to the redemption request will not be reduced by the aggregate sum of distributions, if the Optional Redemption Date occurs after any, that have been (i) paid with respect to such Interests in a Dividend Record Date and on or Series prior to the related Dividend Payment Date, the dividend payable on such Dividend Payment Date in respect of such shares called for redemption shall be payable on such Dividend Payment Date to the holders of record at the close of business on such Dividend Record Date, and shall not be payable as part date of the redemption request or (ii) declared by the Managing member but unpaid on such Interests in a Series with record dates during the period between the redemption request date and the redemption date. (iv) For redemption requests made thereafter, the redemption price for will be equal to one-hundred percent (100%) of the purchase price of the Interests being redeemed. The redemption price with respect to the Interests in the Series that are subject to the redemption request will not be reduced by the aggregate sum of distributions, if any, that have been (i) paid with respect to such sharesInterests in a Series prior to the date of the redemption request or (ii) declared by the Managing member but unpaid on such Interests in a Series with record dates during the period between the redemption request date and the redemption date.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Whimsy Properties LLC), Limited Liability Company Agreement (Whimsy Properties LLC)

Redemption Price. (a) The redemption price payable pursuant to any redemption pursuant to Section 7 (other than any redemption in connection with a Conversion Notice pursuant to Sections 6 and 7(i)) shall be paid in cash or, at the election of the Corporation in its sole discretion, in shares of Common Stock, based on the VWAP of the Common Stock for the 20 Trading Days immediately preceding the Optional Redemption Date; provided however, that if the shares of Common Stock are not then listed on a national securities exchange, then the value of the Common Stock will be equal to the then current NAV per share of the Common Stock, Stock if then established by the Corporation. Until the establishment of a NAV per share, the value of the Common Stock for redemption purposes shall be equal to $25.00, 25.00 or the initial offering price per share of the Common Stock in the Corporation's Mobile’s initial public offering. For the avoidance of doubt, any accumulated, accrued and unpaid dividends, if any, with respect to shares of Series A Preferred Stock to be redeemed shall be paid in cash. (b) Redemptions of shares of Series A Preferred Stock by the Corporation in connection with a Conversion Notice pursuant to Sections 6 and 7(i), if any, shall be paid in cash. (c) In the event of any redemption pursuant to Section 7, if the Optional Redemption Date occurs after a Dividend Record Date and on or prior to the related Dividend Payment Date, the dividend payable on such Dividend Payment Date in respect of such shares called for redemption shall be payable on such Dividend Payment Date to the holders of record at the close of business on such Dividend Record Date, and shall not be payable as part of the redemption price for such shares.

Appears in 1 contract

Samples: Merger Agreement (Mobile Infrastructure Corp)

Redemption Price. (a) The redemption price payable pursuant to any redemption pursuant to Section 7 (other than any redemption in connection with a Conversion Notice pursuant to Sections 6 and 7(i)) shall be paid in cash or, at the election of the Corporation in its sole discretion, in shares of Common Stock, based on the VWAP of the Common Stock for the 20 Trading Days immediately preceding units (the Optional "Effective Redemption Date; provided howeverPrice") will be, that if as follows: (i) For redemption requests made in the shares first twelve (12) months following the acquisition of Common Stock are not then listed on Interests in a national securities exchangeSeries in the Initial Offering or Subsequent Offering, then the value of the Common Stock redemption price will be equal to the then current NAV per share seventy-five percent (75%) of the Common Stock, if then established by the Corporation. Until the establishment of a NAV per share, the value purchase price of the Common Stock for redemption purposes shall be equal Interests being redeemed reduced by (i) the aggregate sum of distributions already paid to $25.00the Member with respect to such Interests in a Series, or rounded down to the initial offering price per share nearest cent, and (ii) the aggregate sum of the Common Stock in the Corporation's initial public offering. For the avoidance of doubt, any accumulated, accrued and unpaid dividendsdistributions, if any, that the Managing Member declared but unpaid to the Member with respect to shares such Interests in a Series subject to the redemption request. The aggregate redemption amount (which includes distributions already paid or distributions declared but unpaid) shall not be more than the Member's original purchase price of Series A Preferred Stock to be redeemed shall be paid the Interests in cashthe Series. (bii) Redemptions For redemption requests made in the second twelve (12) months following the acquisition of shares Interests in a Series in the Initial Offering or Subsequent Offering, the redemption price will be equal to ninety percent (90%) of the purchase price of the Interests being redeemed. The redemption price with respect to the Interests in the Series A Preferred Stock that are subject to the redemption request will not be reduced by the Corporation in connection with a Conversion Notice pursuant to Sections 6 and 7(i)aggregate sum of distributions, if any, shall be that have been (i) paid with respect to such Interests in casha Series prior to the date of the redemption request or (ii) declared by the Managing member but unpaid on such Interests in a Series with record dates during the period between the redemption request date and the redemption date. (ciii) In For redemption requests made thereafter, the event redemption price will be equal to one-hundred percent (100%) of any the purchase price of the Interests being redeemed. The redemption pursuant price with respect to Section 7the Interests in the Series that are subject to the redemption request will not be reduced by the aggregate sum of distributions, if the Optional Redemption Date occurs after any, that have been (i) paid with respect to such Interests in a Dividend Record Date and on or Series prior to the related Dividend Payment Date, the dividend payable on such Dividend Payment Date in respect of such shares called for redemption shall be payable on such Dividend Payment Date to the holders of record at the close of business on such Dividend Record Date, and shall not be payable as part date of the redemption price for request or (ii) declared by the Managing member but unpaid on such sharesInterests in a Series with record dates during the period between the redemption request date and the redemption date.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Getaway Collection LLC)

Redemption Price. Notwithstanding anything to the contrary in Supplemental Indenture No.1, on or after June 15, 2014 and prior to March 15, 2022, the Company shall have the right to redeem the Notes, at its option, at any time in whole, or from time to time in part, at a redemption price equal to the greater of: (a) The 100% of the principal amount of the Notes to be redeemed; and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption price payable pursuant to any redemption pursuant to Section 7 on a semi-annual basis (other than any redemption in connection with assuming a Conversion Notice pursuant to Sections 6 and 7(i)360-day year consisting of twelve 30-day months) shall be paid in cash or, at the election of the Corporation in its sole discretionTreasury Rate, plus 40 basis points; plus, in shares of Common Stock, based on the VWAP of the Common Stock for the 20 Trading Days immediately preceding the Optional Redemption Date; provided however, that if the shares of Common Stock are not then listed on a national securities exchange, then the value of the Common Stock will be equal to the then current NAV per share of the Common Stock, if then established by the Corporation. Until the establishment of a NAV per share, the value of the Common Stock for redemption purposes shall be equal to $25.00, or the initial offering price per share of the Common Stock in the Corporation's initial public offering. For the avoidance of doubt, any accumulatedeach case, accrued and unpaid dividendsinterest on the principal amount being redeemed to but excluding the redemption date. On or after March 15, if any2022, with respect the Company shall have the right to shares redeem the Notes, at its option, at any time in whole, or from time to time in part, at a redemption price equal to 100% of Series A Preferred Stock the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed shall be paid in cash. (b) Redemptions to but excluding the redemption date. Notwithstanding the foregoing, installments of shares of Series A Preferred Stock by interest on the Corporation in connection with a Conversion Notice pursuant to Sections 6 Notes that are due and 7(i), if any, shall be paid in cash. (c) In the event of any redemption pursuant to Section 7, if the Optional Redemption payable on an Interest Payment Date occurs after a Dividend Record Date and falling on or prior to the related Dividend Payment Date, the dividend payable on such Dividend Payment Date in respect of such shares called for a redemption date shall be payable on such Dividend Interest Payment Date to the holders Holders as of record at the close of business on such Dividend the relevant Record Date, and . The Company shall not be payable as part give the Trustee notice of the redemption price for any redemption pursuant to the first paragraph of this Section 3.01 promptly after the calculation thereof, and the Trustee shall have no responsibility for such sharescalculation.

Appears in 1 contract

Samples: Supplemental Indenture (Great Plains Energy Inc)

Redemption Price. Following receipt of the Redemption Request, the Company shall within thirty (a30) calendar days thereafter give written notice (the “Redemption Notice”) to all holders of Redemption Shares, at the address last shown on the records of the Company for such holder. Such Redemption Notice shall specify the Redemption Date, and shall direct such holder to submit their share certificates (or an affidavit in respect of any lost certificates) to the Company on or before the Redemption Date. The redemption price payable for each of the Redemption Shares (with respect to each series of the Redemption Shares, the applicable “Redemption Price”) redeemed pursuant to any redemption pursuant to this Section 7 (other than any redemption in connection with a Conversion Notice pursuant to Sections 6 and 7(i)) shall be paid in cash or, at the election of the Corporation in its sole discretion, in shares of Common Stock, based on the VWAP of the Common Stock for the 20 Trading Days immediately preceding the Optional Redemption Date; provided however, that if the shares of Common Stock are not then listed on a national securities exchange, then the value of the Common Stock will be equal to the then current NAV per share of the Common Stock, if then established by the Corporation. Until the establishment of a NAV per share, the value of the Common Stock for redemption purposes 10 shall be equal to $25.00, or the initial offering price per share (i) one hundred and thirty percent (130%) of the Common Stock in the Corporation's initial public offering. For the avoidance of doubtapplicable Original Purchase Price (as adjusted for Recapitalizations), any accumulated, accrued and plus all dividends declared but unpaid dividends, if any, with respect to shares each such Redemption Share of the Redemption Requesting Holders (in the case that the Redemption Shares are not the Series A A-16 Preferred Stock Shares); or (ii) the Series A-16 Original Purchase Price (as adjusted for Recapitalizations), plus an amount equal to be redeemed a simple rate of 10% per annum for the Series A-16 Original Purchase Price, calculated for a period of time commencing from the date on which the consideration for such Redemption Shares are fully paid to the Company pursuant to the Subscription Agreement and ending on the date that the Preferred Redemption Amount is paid in full by the Company, which in total shall be paid in cash. no more than one hundred and thirty percent (b130%) Redemptions of shares of the Series A Preferred Stock by the Corporation in connection with a Conversion Notice pursuant to Sections 6 and 7(iA-16 Original Purchase Price (as adjusted for Recapitalizations), if any, shall be paid in cash. (c) In the event of any redemption pursuant plus all dividends declared but unpaid with respect to Section 7, if the Optional each such Redemption Date occurs after a Dividend Record Date and on or prior to the related Dividend Payment Date, the dividend payable on such Dividend Payment Date in respect of such shares called for redemption shall be payable on such Dividend Payment Date to the holders of record at the close of business on such Dividend Record Date, and shall not be payable as part Share of the redemption price for such sharesRedemption Requesting Holders (in the case that the Redemption Shares are the Series A-16 Preferred Shares).

Appears in 1 contract

Samples: Shareholder Agreement (Full Truck Alliance Co. Ltd.)

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Redemption Price. The price per share to be paid by the Company upon redemption of the Senior Stock of Participating Investors under the Option (athe “Redemption Price”) The redemption price payable pursuant shall equal the maximum amount per share that the Participating Investors would have received as a result of the consummation of the Change of Control Transaction. If the proposed Change of Control Transaction is structured as a purchase of assets, the Redemption Price shall be calculated assuming that, if the Change of Control Transaction had been consummated, the Company would have applied the proceeds first to any redemption pursuant satisfy outstanding obligations on the date thereof and then distributed the balance thereof to Section 7 (other than any redemption the stockholders of the Company in accordance with the Company’s Amended and Restated Certificate of Incorporation. If the proposed Change of Control Transaction is structured as a merger or stock purchase, the Redemption Price shall be calculated based on the amount per share the offeror proposed to pay or distribute to the Participating Investors in connection with a Conversion Notice pursuant to Sections 6 and 7(i)) shall such Change of Control Transaction. If the consideration proposed in the Offer would be paid payable in cash or, at the election of the Corporation in its sole discretion, in shares of Common Stock, based on the VWAP of the Common Stock for the 20 Trading Days immediately preceding the Optional Redemption Date; provided however, that if the shares of Common Stock are not then listed on a national securities exchange, then the value of the Common Stock will be equal to the then current NAV per share of the Common Stock, if then established by the Corporation. Until the establishment of a NAV per shareor property other than cash, the value of the Common Stock for redemption purposes securities or property to be distributed in such event shall be equal determined as follows: (a) For securities not subject to $25.00investment letter or other similar restrictions on free marketability covered by Section 6.2(b) below: (i) if traded on a securities exchange, or the initial offering price per share value shall be deemed to be the average of the Common Stock closing prices of the securities on such exchange over the 30-calendar-day period ending three business days prior to the closing of the redemption; (ii) if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever are applicable) over the 30-calendar-day period ending three business days prior to the closing of the redemption; and (iii) if there is no active public market, the fair value shall be the fair market value thereof, as reasonably determined by the Board of Directors in good faith; provided, however, that if one or more Participating Investors holding at least a majority of the Corporation's initial public offering. For the avoidance of doubt, any accumulated, accrued and unpaid dividends, if any, with respect to shares of Series A Preferred Senior Stock to be redeemed by the Company object to such determination (the “Objecting Stockholders”), then the Company and a majority in voting power of the Objecting Stockholders shall select an independent appraiser to determine the fair market value thereof, and if no agreement can be reached on selection of such independent appraiser, each of the Company and a majority in voting interest of the Objecting Stockholders shall select an independent appraiser who shall together select a third independent appraiser who shall determine the value of such securities. The fees and expenses of any such third independent appraiser shall be paid in cashborne by the party (the Company on one hand or the Objecting Stockholders on the other hand) whose value determination is furthest from that determined by the third independent appraiser. (b) Redemptions The method of shares valuation of Series A Preferred Stock securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the fair value determined as provided in clauses (i), (ii) or (iii) of Section 6.2(a) above, to reflect the adjusted value thereof, as reasonably determined by the Corporation Board of Directors in connection with a Conversion Notice pursuant good faith; provided, however, that if any Senior Investors object to Sections 6 and 7(i)such discount, if any, the amount of such discount shall be paid determined under the same procedure as set forth in cashSection 6.2(a)(iii) above. (c) In If the event of any redemption pursuant to Section 7, if the Optional Redemption Date occurs after a Dividend Record Date and on distribution would be payable in assets or prior to the related Dividend Payment Dateproperty other than securities, the dividend payable on such Dividend Payment Date in respect of such shares called for redemption value thereof shall be payable on such Dividend Payment Date to determined under the holders of record at the close of business on such Dividend Record Date, and shall not be payable same procedure as part of the redemption price for such sharesset forth in Section 6.2(a)(iii) above.

Appears in 1 contract

Samples: Investor Rights Agreement (Biolex, Inc.)

Redemption Price. (a) The redemption price payable pursuant to any redemption pursuant to Section 7 (other than any redemption in connection with a Conversion Notice pursuant to Sections 6 and 7(i)) shall be paid in cash or, at the election of the Corporation in its sole discretion, in shares of Common Stock, based on the VWAP of the Common Stock for the 20 Trading Days immediately preceding the Optional Redemption Date; provided however, that if the shares of Common Stock are not then listed on a national securities exchange, then the value of the Common Stock will be equal to the then current NAV per share of the Common Stock, Stock if then established by the Corporation. Until the establishment of a NAV per share, the value of the Common Stock for redemption purposes shall be equal to $25.00, or the initial offering price per share of the Common Stock common stock in the Corporation's Mobile’s initial public offering. For the avoidance of doubt, any accumulated, accrued and unpaid dividends, if any, with respect to shares of Series A 1 Preferred Stock to be redeemed shall be paid in cash. (b) Redemptions of shares of Series A 1 Preferred Stock by the Corporation in connection with a Conversion Notice pursuant to Sections 6 and 7(i), if any, shall be paid in cash. (c) In the event of any redemption pursuant to Section 7, if the Optional Redemption Date occurs after a Dividend Record Date and on or prior to the related Dividend Payment Date, the dividend payable on such Dividend Payment Date in respect of such shares called for redemption shall be payable on such Dividend Payment Date to the holders of record at the close of business on such Dividend Record Date, and shall not be payable as part of the redemption price for such shares.

Appears in 1 contract

Samples: Merger Agreement (Mobile Infrastructure Corp)

Redemption Price. (a) The redemption price payable pursuant to any redemption pursuant to Section 7 (other than any redemption in connection with a Conversion Notice pursuant to Sections 6 and 7(i)) 8.5% Cumulative Convertible Preferred Stock shall be paid redeemable in whole, or in part, as hereinafter set forth, upon payment in cash or, at the election of the Corporation Redemption Price in its sole discretion, in shares of Common Stock, based on the VWAP respect of the Common Stock for the 20 Trading Days immediately preceding the Optional shares so redeemed. The "Redemption Date; provided however, that if the shares of Common Stock are not then listed on a national securities exchange, then the value of the Common Stock will Price" per share shall be equal to the then current NAV per sum of (i) One Thousand and 00/100 ($1,000.00) Dollars and (ii) all dividends accrued on such share to the date of redemption and theretofore unpaid. Not less than ten (10) days prior written notice shall be given to the holder or holders of record of the Common Stock, if then established by the Corporation. Until the establishment of a NAV per share, the value of the Common Stock for redemption purposes shall be equal to $25.00, or the initial offering price per share of the Common Stock in the Corporation's initial public offering. For the avoidance of doubt, any accumulated, accrued and unpaid dividends, if any, with respect to shares of Series A 8.5% Cumulative Convertible Preferred Stock to be redeemed redeemed, at the address as shown in the records of the Corporation. Said notice shall specify the redemption price and the place at which, and the date, which date shall not be a legal holiday, on which the shares called for redemption will be redeemed. Subject to the provisions hereof, the Board of Directors shall have authority from time to time to prescribe the manner in which the 8.5% Cumulative Convertible Preferred Stock shall be paid redeemed. If notice of redemption is given as provided above, and if on the redemption date the Corporation has set apart, in cash. (b) Redemptions of trust for the purpose, sufficient funds for such redemption, then from and after the redemption date, notwithstanding that any certificate for such shares of Series A has not been surrendered for cancellation, the 8.5% Cumulative Convertible Preferred Stock by the Corporation in connection with a Conversion Notice pursuant to Sections 6 and 7(i), if any, shall be paid in cash. (c) In the event of any redemption pursuant to Section 7, if the Optional Redemption Date occurs after a Dividend Record Date and on or prior to the related Dividend Payment Date, the dividend payable on such Dividend Payment Date in respect of such shares called for redemption shall be payable on deemed to be no longer outstanding and all rights with respect to such Dividend Payment Date to shares shall forthwith cease and terminate, except only the right of the holders of record at the close of business on such Dividend Record Date, and shall not be payable as part of thereof to receive the redemption price therefor (without interest) upon surrender of certificates for such sharesthe shares called for redemption.

Appears in 1 contract

Samples: Securities Purchase Agreement (Harvey Electronics Inc)

Redemption Price. The Company shall have the right to redeem the 8 3/4% Senior Notes, in whole or in part, at any time at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to (abut excluding) the Redemption Date plus the Make-Whole Premium, if any (the "Redemption Price"). The redemption price payable pursuant amount of the Make-Whole Premium with respect to any redemption pursuant 8 3/4% Senior Note (or portion thereof) to Section 7 (other than any redemption in connection with a Conversion Notice pursuant to Sections 6 and 7(i)) shall be paid in cash or, at the election of the Corporation in its sole discretion, in shares of Common Stock, based on the VWAP of the Common Stock for the 20 Trading Days immediately preceding the Optional Redemption Date; provided however, that if the shares of Common Stock are not then listed on a national securities exchange, then the value of the Common Stock redeemed will be equal to the then current NAV per share of the Common Stock, if then established by the Corporation. Until the establishment of a NAV per share, the value of the Common Stock for redemption purposes shall be equal to $25.00, or the initial offering price per share of the Common Stock in the Corporation's initial public offering. For the avoidance of doubt, any accumulated, accrued and unpaid dividendsexcess, if any, with respect to shares of: (i) the sum of Series A Preferred Stock to be the present values, calculated as of the Redemption Date, of: (A) each interest payment that, but for such redemption, would have been payable on the 8 3/4% Senior Note (or portion thereof) being redeemed shall be paid in cash. (b) Redemptions of shares of Series A Preferred Stock by on each Interest Payment Date occurring after the Corporation in connection with a Conversion Notice pursuant to Sections 6 and 7(i), if any, shall be paid in cash. (c) In the event of any redemption pursuant to Section 7, if the Optional Redemption Date occurs after a Dividend Record Date (excluding any accrued and on or unpaid interest for the period prior to the related Dividend Payment Redemption Date); and (B) the principal amount that, but for such redemption, would have been payable at the Maturity Date of the 8 3/4% Senior Note (or portion thereof) being redeemed; over (ii) the principal amount of the 8 3/4% Senior Note (or portion thereof) being redeemed. The present values of interest and principal payments referred to in clause (i) above will be determined in accordance with generally accepted principles of financial analysis. Such present values will be calculated by discounting the amount of each payment of interest or principal from the date that each such payment would have been payable, but for the redemption, to the Redemption Date at a discount rate equal to the Treasury Yield (as defined below) plus 20 basis points. The Make-Whole Premium shall be calculated by an independent investment banking institution of national standing appointed by the Company; provided, that if the Company fails to make such appointment at least 45 Business Days prior to the Redemption Date, or if the dividend payable on institution so appointed is unwilling or unable to make such Dividend Payment Date in respect of calculation, such shares called for redemption calculation shall be payable on made by BNY Capital Markets, Inc., or, if such Dividend Payment Date firm is unwilling or unable to make such calculation, by an independent investment banking institution of national standing appointed by the holders of record at the close of business on Trustee (in any such Dividend Record Datecase, and shall not be payable as part of the redemption price for such sharesan "Independent Investment Banker").

Appears in 1 contract

Samples: Supplemental Indenture (Cleco Corp)

Redemption Price. (a) The redemption price payable pursuant to any redemption pursuant to Section 7 (other than any redemption in connection with a Conversion Notice pursuant to Sections 6 and 7(i)) shall be paid in cash or, at the election of the Corporation in its sole discretion, in shares of Common Stock, based on the VWAP of the Common Stock for the 20 Trading Days immediately preceding units (the Optional “Effective Redemption Date; provided howeverPrice”) will be, that if as follows: (i) For redemption requests made in the shares first twelve (12) months following the acquisition of Common Stock are not then listed on Interests in a national securities exchangeSeries in the Initial Offering or Subsequent Offering, then the value of the Common Stock redemption price will be equal to the then current NAV per share seventy-five percent (75%) of the Common Stock, if then established by the Corporation. Until the establishment of a NAV per share, the value purchase price of the Common Stock for redemption purposes shall be equal Interests being redeemed reduced by (i) the aggregate sum of distributions already paid to $25.00the Member with respect to such Interests in a Series, or rounded down to the initial offering price per share nearest cent, and (ii) the aggregate sum of the Common Stock in the Corporation's initial public offering. For the avoidance of doubt, any accumulated, accrued and unpaid dividendsdistributions, if any, that the Managing Member declared but unpaid to the Member with respect to shares such Interests in a Series subject to the redemption request. The aggregate redemption amount (which includes distributions already paid or distributions declared but unpaid) shall not be more than the Member’s original purchase price of Series A Preferred Stock to be redeemed shall be paid the Interests in cashthe Series. (bii) Redemptions For redemption requests made in the second twelve (12) months following the acquisition of shares Interests in a Series in the Initial Offering or Subsequent Offering, the redemption price will be equal to ninety percent (90%) of the purchase price of the Interests being redeemed. The redemption price with respect to the Interests in the Series A Preferred Stock that are subject to the redemption request will not be reduced by the Corporation in connection with a Conversion Notice pursuant to Sections 6 and 7(i)aggregate sum of distributions, if any, shall be that have been (i) paid with respect to such Interests in casha Series prior to the date of the redemption request or (ii) declared by the Managing member but unpaid on such Interests in a Series with record dates during the period between the redemption request date and the redemption date. (ciii) In For redemption requests made thereafter, the event redemption price will be equal to one-hundred percent (100%) of any the purchase price of the Interests being redeemed. The redemption pursuant price with respect to Section 7the Interests in the Series that are subject to the redemption request will not be reduced by the aggregate sum of distributions, if the Optional Redemption Date occurs after any, that have been (i) paid with respect to such Interests in a Dividend Record Date and on or Series prior to the related Dividend Payment Date, the dividend payable on such Dividend Payment Date in respect of such shares called for redemption shall be payable on such Dividend Payment Date to the holders of record at the close of business on such Dividend Record Date, and shall not be payable as part date of the redemption price for request or (ii) declared by the Managing member but unpaid on such sharesInterests in a Series with record dates during the period between the redemption request date and the redemption date.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Mansion Collection I LLC)

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