Redemption Transactions Sample Clauses

Redemption Transactions. Following the Closing, for so long as Buyer, Xxxxxx X. Xxxxx and its or their controlled Affiliates, Principals and Family Group members collectively own ten percent (10%) or more of the outstanding shares of the Common Stock (counting for such purposes all Conversion Shares and Convertible IFMI LLC Units as outstanding shares of the Common Stock), the Company shall not redeem, recapitalize or repurchase any shares of capital stock of the Company, or rights, options or warrants to purchase shares of capital stock of the Company, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for capital stock of the Company (except with respect to the Conversion Shares) unless Buyer is given the right to participate in such redemption, recapitalization, or repurchase in a pro rata manner.
Sample 1
Redemption Transactions. The Company has redeemed an aggregate of 235.78 shares of Common Stock (the "REDEEMED SHARES") from the Shareholders for an aggregate consideration of $82,374,900.13 (and subject to adjustment on a post closing basis as herein provided) (the "AGGREGATE CLOSING DATE REDEMPTION PRICE"), $75,375,422.68 of the Aggregate Closing Date Redemption Price was paid to the Shareholders at Closing (and, in the case of the consideration paid in the form of the Excluded Assets (as herein defined), paid prior to closing), and $6,998,477.45 of such amount was deposited into the Escrow Account (as herein defined) for payment to the Shareholders or the Purchaser upon termination of the Escrow Account as provided in the Escrow Agreement (as herein defined). The number of shares of Common Stock redeemed from each Shareholder and the portion of the Aggregate Closing Date Redemption Price paid to each Shareholder and deposited into the Escrow Account with respect to each Shareholder is as set forth in the following table: Portion of Aggregate Closing Date Name Shares Redeemed Redemption Price ---- --------------- ---------------- T.W. Xxxxx 59.5542 $ 20,645,081.03 Bettx Xxxxx 59.5542 $ 20,645,081.03 Roy Xxxxx 38.9166 $ 13,694,912.69 Fred Xxxxx 38.9166 $ 13,694,912.69 Carl Xxxxx 38.9166 $ 13,694,912.69 Each Shareholder has delivered to the Company the certificates representing the Redeemed Shares held by it, duly endorsed to the Company.
Sample 1
Redemption Transactions. Prior to the Closing Date, Contributor and Pilevsky Partners shall have effected the Redemption Transactions in accordance with the terms of the Redemption Agreements. Contributor and Contributor Parent covenant that they shall not amend, nor permit the amendment of any of the Redemption Agreements after the date hereof if such amendment shall materially adversely affect the interest of General Partner or Limited Partner hereunder, without the prior consent of the General Partner, which consent shall not be unreasonably withheld or delayed. Contributor Parent shall indemnify Limited Partner and General Partner from and against any loss, cost or liability of Limited Partner or General Partner under each Redemption Agreement, except for loss, cost or liability occasioned by Limited Partner's or General Partner's intentional default thereunder.
Sample 1
Redemption Transactions. 8 2.2 Contribution....................................................................................8
Sample 1
Redemption Transactions. Use of Proceeds. Prior to the date hereof, ---------------------------------------- the Company has issued the Redemption Notes in exchange for certain shares of common stock in the Subsidiaries held by the Redeeming Stockholders pursuant to the contribution agreement substantially in the form of Exhibit E hereto (the --------- "Contribution Agreement" and each individually a "Contribution Agreement") in exchange for the Redemption Notes in the aggregate amount of $6,176,881 substantially in the form of Exhibit F hereto. The Company will use a portion of --------- the proceeds from the sale of the Convertible Preferred Stock at the Closing (as defined below) to prepay the principal amount of, and all accrued interest on the Redemption Notes. The Company will use $1,250,905 million of the proceeds to pay the outstanding principal amount of, and any accrued and unpaid interest of the promissory notes listed on Schedule 1.
Sample 1
Redemption Transactions. Upon the exercise of the Redemption Option in accordance with Section 1.3, this Agreement shall constitute a binding agreement between CalSTRS and TPG to cause the Company to redeem the Redeemed Membership Interest on the terms and subject to the conditions set forth herein. Effective upon the Redemption Closing, (a) TPG shall cause the Company to pay CalSTRS the Redemption Payment Amount (as defined herein) in immediately available funds, (b) CalSTRS shall transfer and assign to the Company the Redeemed Membership Interest and all other rights, entitlements and incidents of ownership which CalSTRS has or may have in or against the Company, (c) CalSTRS shall withdraw as a member of the Company, (d) CalSTRS shall cause its Representatives to the Management Committee of the Company to resign, and (d) CalSTRS agrees that TPG may thereafter amend the Company Operating Agreement without any consent or approval by, or written instrument executed by, CalSTRS. The transactions described in this Section 1.5 are collectively referred to herein as the “Redemption Transactions.”
Sample 1

Related to Redemption Transactions

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • In-kind redemptions The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Fund’s registration statement, as amended from time to time, the Acquired Fund may, in its sole discretion, honor any redemption request partially or wholly in-kind in a manner consistent with Federated Hermes Funds’ Redemption-In-Kind Procedures.

  • Tax Redemption If a Tax Event (defined below) occurs, Principal Life will have the right to redeem this Agreement by giving not less than 30 and no more than 60 days prior written notice to the Agreement Holder and by paying to the Agreement Holder an amount equal to the Fund. The term “

  • Fund/SERV Transactions If the parties choose to use the National Securities Clearing Corporation’s Mutual Fund Settlement, Entry and Registration Verification (“Fund/SERV”) or any other NSCC service, the following provisions shall apply: The Company and the Fund or its designee will each be bound by the rules of the National Securities Clearing Corporation (“NSCC”) and the terms of any NSCC agreement filed by it or its designee with the NSCC. Without limiting the generality of the following provisions of this section, the Company and the Fund or its designee will each perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV, the Mutual Fund Profile Service, the Networking Matrix Level utilized and any other relevant NSCC service or system (collectively, the “NSCC Systems”). Any information transmitted through the NSCC Systems by any party or its designee to the other or its designee and pursuant to this Agreement will be accurate, complete, and in the format prescribed by the NSCC. Each party or its designee will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through the NSCC Systems and to limit the access to, and the inputting of data into, the NSCC Systems to persons specifically authorized by such party. On each day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC (“Business Day”), the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company by the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern Time) (the “Close of Trading”) on the Business Day. The Company shall communicate to the Fund or its designee for that Business Day, by Fund/SERV, the net aggregate purchase or redemption orders (if any) for each Account received by the Close of Trading on such Business Day (the “Trade Date”) no later than 7:00 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) (the “Fund/SERV Transactions Deadline”) on the Business Day following the Trade Date. All such aggregated orders communicated to the Fund or its designee by the Fund/SERV Transactions Deadline on the Business Day following the Trade Date shall be treated by the Fund or its designee as if received prior to the Close of Trading on the Trade Date. All orders received by the Company after the Close of Trading on a Business Day shall not be aggregated with Orders received by the Company prior to the Close of Trading on such Business Day and shall be communicated to BRIL or its designee as part of an aggregated order no sooner than after the FUND/SERV Transactions Deadline or such other time as may be agreed by the parties from time to time) the following Business Day. Cash settlement shall be transmitted pursuant to the normal NSCC settlement process. In the case of delayed settlement, the Fund or its designee shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the 1940 Act. Unless otherwise informed in writing, such redemption wires should be sent to an account specified by the Company and agreed to by Fund Parties.

  • Equity Trading and Transaction Settlement The equity trading desks execute buy and sell order based on instructions provided by affiliated advisers. The trading staff either places orders electronically or contacts brokers to place orders, find liquidity and seek price levels. Upon completion of a transaction, the transaction settlement group works with the broker and the account custodian to ensure timely and accurate exchange of securities and monies.

  • Repurchase and Redemption Upon timely receipt of notice from the Company that it intends to repurchase or exercise its right of redemption in respect of any of the Deposited Securities, and satisfactory documentation, and only if the Depositary shall have determined that such proposed repurchase or redemption is practicable, the Depositary shall (to the extent practicable) provide to each relevant Holder a notice setting forth the Company’s intention to exercise the repurchase or redemption rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which repurchase or redemption rights are being exercised against payment of the applicable repurchase or redemption price. Upon receipt of confirmation from the Custodian that the repurchase or redemption has taken place and that funds representing the repurchase or redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 of the Deposit Agreement. If less than all outstanding Deposited Securities are repurchased or redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The repurchase or redemption price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the repurchase or redemption of the Deposited Securities represented by ADSs (subject to the terms of Section 4.8 of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS repurchased or redeemed. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed repurchase or redemption provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.7 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perform the actions contemplated in Section 4.7 of the Deposit Agreement where such notice has not been so timely given, other than its failure to use commercially reasonable efforts, as provided herein.

  • Redemption and Purchases Right to Redeem; Notice to Trustee..................................................................24 SECTION 3.2. Selection of Securities to Be Redeemed..............................................................24 SECTION 3.3.

  • REDEMPTION AND REPURCHASE The Notes are subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

  • Redemption and Purchase (a) Redemption at maturity