Common use of Redemptions Clause in Contracts

Redemptions. The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind.

Appears in 50 contracts

Samples: Agreement and Declaration of Trust (Aim International Mutual Funds (Invesco International Mutual Funds)), Agreement and Declaration of Trust (Short-Term Investments Trust), Agreement and Declaration of Trust (Aim International Mutual Funds (Invesco International Mutual Funds))

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Redemptions. The Trust shall purchase such Shares as are offered by any Each Shareholder for redemption, upon the presentation of a proper instrument Series shall have the right at such times as may be permitted by the Trustees to require the Series to redeem all or any part of transfer together with his Shares at a request directed redemption price per Share equal to the Trust or a Person designated by the Trust that the Trust purchase Net Asset Value per Share at such Shares or in accordance with such other procedures for redemption time as the Trustees may from time shall have prescribed by resolution, or, to time authorize; the extent permitted by the 1940 Act, at such other redemption price and at such times as the Trust will pay therefor Trustees shall prescribe by resolution. In the net asset value thereof absence of such resolution, the redemption price per Share shall be the Net Asset Value next determined after receipt by the Series of a request for redemption in proper form less such charges as are determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), and described in accordance with any applicable provisions the Trust's Registration Statement for that Series under the Securities Act of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form1933. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidaysTrustees may specify conditions, or if permitted by the rules prices, and regulations or an order places of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable redemption, may specify binding requirements for the Trust to dispose proper form or forms of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request requests for redemption or receive payment based on and may specify the net asset value per Share next determined after the termination amount of such suspension, less any fees imposed on such redemptiondeferred sales charge to be withheld from redemption proceeds. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part Payment of the redemption price may be determined wholly or partly in securities or other assets at the value of such securities or assets used in such determination of Net Asset Value, or may be in cash. Upon redemption, Shares may be reissued from time to time. The Trustees may require Shareholders to redeem Shares for any reason under procedures approved terms set by the Trustees, including, but not limited to, the failure of a Shareholder to supply a taxpayer identification number if required to do so, or to have the minimum investment required, or to pay when due for the purchase of Shares issued to him. To the extent permitted by law, the Trustees in their sole discretion. In no case shall may retain the proceeds of any redemption of Shares required by them for payment of amounts due and owing by a Shareholder to the Trust be liable for or any delay Series or Class or any governmental authority. Notwithstanding the foregoing, the Trustees may postpone payment of the redemption price and may suspend the right of the Shareholders to require any corporation Series or other Person in transferring securities selected for delivery as all or part Class to redeem Shares during any period of any payment in kindtime when and to the extent permissible under the 1940 Act.

Appears in 47 contracts

Samples: Trust Agreement (Pioneer Series Trust III), Trust Agreement (Pioneer Large Cap Growth Fund), Trust Agreement (Pioneer High Yield Fund)

Redemptions. (a) The Trust shall purchase Participant understands and agrees that Redemption Orders may be submitted only on days that the Fund is open for business, including as required by Section 22(e) of the 1940 Act (each such day, a “Business Day”). (b) The Participant represents and warrants that it will not attempt to place a Redemption Order for the purpose of redeeming any Creation Units unless it first ascertains that it or for the party for which it is acting, as the case may be, owns outright or has full legal authority and legal and beneficial right to tender for redemption the requisite number of Shares, and that such Shares as have not been loaned or pledged to another party and are offered by not the subject of a repurchase agreement, securities lending agreement, or any Shareholder for redemptionother agreement that would preclude the delivery of such Shares to the Fund. The Fund reserves the right to verify these representations at its discretion but will typically require verification with respect to a redemption request from the Fund in connection with higher levels of redemption activity and/or short interest in the Fund. If the Participant, upon the presentation receipt of a verification request, does not provide sufficient verification of its representations as determined by the Fund, the redemption request will not be considered to have been received in proper instrument form and may be rejected by the Fund. (c) The Participant understands that Shares of transfer together the Fund may be redeemed only when one or more Creation Units are held in its account. If the Distributor, the Fund and/or the Transfer Agent reasonably believes that the Participant does not have the requisite number of Shares to be redeemed as a Creation Unit, the Fund and/or the Distributor or the Transfer Agent, upon consultation with a request directed to the Trust Fund, may reject without liability the Participant’s Redemption Order. (d) If the Participant receives Fund Securities, which may include cash in lieu of all or a Person designated by portion of such Fund Securities as provided in the Trust that Prospectus, the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor value of which exceeds the net asset value thereof as determined by of the Trustees (applicable Fund at the time of redemption, the Participant agrees to pay, on the same business day it is notified, or by such Person or Persons cause the Participant client to whom such determination has been delegated)pay, in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances existday, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made applicable Fund an amount in proper form. The obligation set forth in this Section 7.3 is subject cash equal to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends difference or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect return such Fund Securities to the Trust or such Portfolio or during any other period permitted by order of Fund, unless the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kindparties otherwise agree.

Appears in 13 contracts

Samples: Transfer Agency and Service Agreement (Capital Group Equity ETF Trust I), Transfer Agency and Service Agreement (Capital Group Conservative Equity ETF), Transfer Agency and Service Agreement (Capital Group New Geography Equity ETF)

Redemptions. The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the "Exchange") is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind.

Appears in 9 contracts

Samples: Agreement and Declaration of Trust (Aim International Mutual Funds (Invesco International Mutual Funds)), Agreement and Declaration of Trust (Aim Sector Funds (Invesco Sector Funds)), Agreement and Declaration of Trust (Invesco Securities Trust)

Redemptions. The Trust shall purchase such Shares as are offered by any Shareholder for In the case of a redemption, upon the presentation Company shall deliver the Event of Default Redemption Price or the Optional Redemption Price to the Holder on or prior to the Event of Default Redemption Date or the Optional Redemption Date, respectively. The Company shall pay the applicable Event of Default Redemption Price or Optional Redemption Price to the Holder in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company on the applicable due date. In the event of a proper instrument redemption of transfer together with a request directed less than all of the Conversion Amount of this Note, the Company shall promptly cause to be issued and delivered to the Trust or Holder a Person designated by the Trust that the Trust purchase such Shares or new Note (in accordance with Section 14(d)) representing the outstanding Principal which has not been redeemed and any accrued Interest on such other procedures Principal which shall be calculated as if no Redemption Notice had been delivered. In the event that the Company does not pay the applicable Redemption Price to the Holder within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this Note representing the Conversion Amount that was submitted for redemption as and for which the Trustees may from time applicable Redemption Price has not been paid. Upon the Company’s receipt of such notice, (x) the applicable Redemption Notice shall be null and void with respect to time authorize; and such Conversion Amount, (y) the Trust will pay therefor the net asset value thereof as determined by the Trustees Company shall immediately return this Note, or issue a new Note (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions Section 14(d)) to the Holder representing such Conversion Amount to be redeemed and (z) the Conversion Price of this Agreement and applicable law, less any fees imposed on Note or such redemption. Unless extraordinary circumstances exist, payment for said Shares new Notes shall be made by the Trust adjusted to the Shareholder within seven lesser of (7A) days after the Conversion Price as in effect on the date on which the request applicable Redemption Notice is made in proper form. The obligation set forth in this Section 7.3 voided and (B) the lowest Closing Bid Price of the Common Stock during the period beginning on and including the date on which the applicable Redemption Notice is subject delivered to the provision Company and ending on and including the date on which the applicable Redemption Notice is voided; provided, however, that in the no event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust Conversion Price be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kinda price less than the Market Price.

Appears in 6 contracts

Samples: Subordination Agreement (SANUWAVE Health, Inc.), Subordination Agreement (SANUWAVE Health, Inc.), Subordination Agreement (SANUWAVE Health, Inc.)

Redemptions. (a) The Series B Preferred Stock may not be redeemed by the Corporation prior to the third anniversary of the Effective Date. Thereafter, the Corporation, at its option, may redeem in whole at any time the shares of Series B Preferred Stock at the time outstanding, upon notice given as provided in Section 7(c) below, at a redemption price per share payable in cash equal to the greater of (i) 125.0% of the sum of (A) the Liquidation Preference, plus (B) all accrued and unpaid dividends, whether or not declared, up to, but excluding, the date fixed for redemption and (ii) 110% of (A) the number of shares of Common Stock into which a share of Series B Preferred Stock would be convertible on the Trading Day immediately prior to the date fixed for redemption (assuming receipt of the Shareholder Approvals) multiplied by (B) the Closing Price of Common Stock on such Trading Day; provided that in no event shall such redemption price exceed 150% of the amount determined in accordance with clause (i) above. The redemption price for any shares of Series B Preferred Stock shall be payable on the redemption date to the Holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to a Record Date for a Preferred Dividend Period shall not be paid to the Holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Record Date. (b) The Series B Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Series B Preferred Stock will have no right to require redemption of any shares of Series B Preferred Stock. (c) Notice of every redemption of shares of Series B Preferred Stock shall be given by first class mail, postage prepaid, addressed to the Holders of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption; provided, however, that failure to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series B Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred Stock to be so redeemed except as to the Holder to whom the Corporation has failed to give such notice or except as to the Holder to whom notice was defective. Notwithstanding the foregoing, if the Series B Preferred Stock or any depositary shares representing interests in the Series B Preferred Stock are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the Holders of Series B Preferred Stock at such time and in any manner permitted by such facility. Each such notice given to a Holder shall purchase state: (1) the redemption date; (2) the number of shares of Series B Preferred Stock to be redeemed; (3) the redemption price (or manner of determination of the redemption price); and (4) the place or places where certificates for such Shares shares are to be surrendered for payment of the redemption price. (d) If notice of redemption has been duly given as are offered provided in Section 7(c) and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by any Shareholder the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the Holders of the shares called for redemption, upon the presentation of a proper instrument of transfer together with a request directed so as to the Trust or a Person designated by the Trust be and continue to be available therefor, then, notwithstanding that the Trust purchase such Shares or in accordance with such other procedures any certificate for any share so called for redemption as has not been surrendered for cancellation, on and after the Trustees may from time to time authorize; and redemption date unless the Trust will pay therefor Corporation defaults in the net asset value thereof as determined by payment of the Trustees (or by such Person or Persons to whom such determination has been delegated)redemption price, in accordance which case such rights shall continue until the redemption price is paid, dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with any applicable provisions respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of this Agreement and applicable law, less any fees imposed the Holders thereof to receive the amount payable on such redemption, without interest. Unless extraordinary circumstances existAny funds unclaimed at the end of two years from the redemption date shall, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject extent permitted by law, be released to the provision that in the event that any Corporation, after which time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order Holders of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable shares so called for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect redemption shall look only to the Trust or such Portfolio or during any other period permitted by order of the Commission Corporation for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved of such shares. Shares of outstanding Series B Preferred Stock that are redeemed, purchased or otherwise acquired by the Trustees in their sole discretion. In no case Corporation, or converted into another series of Preferred Stock, shall the Trust be liable for any delay cancelled and shall revert to authorized but unissued shares of any corporation or other Person in transferring securities selected for delivery Preferred Stock undesignated as all or part of any payment in kindto series.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Brown Bernard A), Securities Purchase Agreement (Sun Bancorp Inc /Nj/), Securities Purchase Agreement (Sun Bancorp Inc /Nj/)

Redemptions. (a) The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust purchase such Shares or redemption in accordance with such other procedures for redemption as the Trustees may from time to time authorize; authorize for the redemption of Shares, and the Trust will pay therefor therefor, solely from the assets held with respect to the applicable Series, the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated)thereof, in accordance with any the applicable provisions of this Agreement and applicable lawthe 1940 Act, less any charges or fees imposed on such redemption. To the extent permitted by law, the Trustees may retain the proceeds of any redemption of Shares required by them for payment of amounts due and owing by a Shareholder to the applicable Series or the Trust. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request for redemption is made received in proper form. The obligation set forth in this Section 7.3 7.2 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the New York Stock Exchange is restricted restricted, or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio Series or to determine fairly the value of the net assets held with respect to the Trust or of such Portfolio Series, or during any other period permitted by order of the Commission for the protection of investors, such obligations obligation may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any charges or fees imposed on such redemption. On and after the date of redemption, Shares redeemed pursuant to this Section 7.2 shall no longer be deemed to be outstanding for any purpose and the Shareholder shall cease to have any rights as a holder of such Shares, except for the right to receive payment of the redemption price. (b) Subject to applicable federal law including the 1940 Act, the redemption price may be paid, in any case or cases be paid cases, wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for Series of which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined by or under procedures approved by authority of the Trustees in their sole discretion. In no case shall . (c) The Trustees may require any Shareholder or group of Shareholders (including some or all of the Shareholders of any Series or Class) to redeem Shares for any reason as determined by the Trustees, in their sole discretion, including: (i) the determination of the Trustees that direct or indirect ownership of Shares has or may become concentrated to an extent that would disqualify any Series or the Trust as a regulated investment company under the Internal Revenue Code; (ii) the failure to supply a tax identification number or other identifying information required to comply with applicable law or regulation; (iii) if the Share activity of the account or ownership of Shares by a particular Shareholder is deemed by the Trustees either to affect adversely the Trust or any Series, or not to be liable for any delay in the best interests of the remaining Shareholders of any corporation Series or other Person Class; (iv) the failure of a Shareholder to pay when due the consideration for the purchase of Shares issued to him; or (v) if a Shareholder fails to meet or maintain the qualifications for ownership of Shares of a particular Series or Class. Any such redemption shall be effected at the redemption price and in transferring securities selected for delivery as all or part of any payment the manner provided in kindthis Section 7.2.

Appears in 3 contracts

Samples: Agreement and Declaration of Trust (Carillon Series Trust), Agreement and Declaration of Trust (Eagle Series Trust), Trust Agreement (Permanent Portfolio Family of Funds Inc)

Redemptions. The (a) No Shareholder shall have any right to redeem Shares. Except as otherwise provided in this Declaration of Trust, no Shareholder or other person holding Shares shall have any ability to withdraw from the Trust shall purchase such or to tender Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust for repurchase or otherwise to request repurchase of such Shares. From time to time, the Trust may redeem or repurchase its Shares, all upon such terms and conditions as may be determined by the Trustees and subject to any applicable provisions of the 1940 Act, as it may be amended from time to time, or any exemption therefrom or interpretation thereof. The Trust may require Shareholders to pay a Person withdrawal charge, a sales charge, or any other form of charge to the Trust, to the Principal Underwriter or to any other person designated by the Trust that the Trust purchase Trustees upon redemption or repurchase of Shares in such Shares or in accordance with such other procedures for redemption amount as the Trustees may shall be determined from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (Trustees. The Trust may also charge a redemption or by such Person or Persons repurchase fee, payable to whom such determination has been delegated)the Trust, in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemptionamount as may be determined from time to time by the Trustees. Unless extraordinary circumstances exist, payment Payment for said Shares shall be made by the Trust to as permitted under the Shareholder within seven (7) days after the date on which the request is made in proper form1940 Act. The obligation provisions set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”8.2(a) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the TrusteesBoard of Trustees as permitted under the 1940 Act, or any exemption therefrom or interpretation thereof. In The Trustees may from time to time specify conditions, not inconsistent with the case 1940 Act, as it may be amended from time to time, or any exemption therefrom or interpretation thereof, regarding the redemption or repurchase of Shares of the Trust, which may include establishing a maximum amount of Shares that may be repurchased and prorating Shares tendered for repurchase if the repurchase is oversubscribed. The Trustees may, in their sole discretion, cause the Trust to repurchase all of a suspension of the right of redemption as provided hereinShareholder’s Shares, a Shareholder may either withdraw the request for redemption or receive payment based on if the net asset value per Share next of the Shareholder’s Shares, or the aggregate number of the Shareholder’s Shares, as a result of repurchase or transfer requests by the Shareholder, is less than any minimum amount established by the Trustees from time to time in their sole discretion. In the event that a Shareholder shall submit a request for the repurchase of a greater number of Shares than are allocated to such Shareholder, such request shall not be honored. The Trustees may declare a suspension of any repurchases or postpone the date of payment as permitted under the 1940 Act. Such suspension shall take effect at such time as the Trustees shall specify and thereafter there shall be no right of repurchase or payment until the Trustees shall declare the suspension at an end. (b) Subject to Section 8.2(a) hereof, the Trust may redeem or repurchase Shares at their net asset value or at such other price as is not inconsistent with the 1940 Act, as it may be amended from time to time, or any exemption therefrom or interpretation thereof, which may be reduced by any sales charge, withdrawal charge, redemption or repurchase fee, or any other form of charge authorized by the Trustees. Net asset value shall be determined after the termination as set forth in Section 8.3 hereof as of such suspensiontime as the Trustees shall have prescribed. Subject to Section 8.2(a) hereof, less any fees imposed preferred shares may be redeemed or repurchased on such redemptionterms as are stipulated in the document or resolution of the Trustees establishing their terms. Payment for Shares redeemed or repurchased shall be made in cash or in property out of the assets of the Trust to the Shareholder of record at such time and in the manner, not inconsistent with the 1940 Act or other applicable laws. (c) Subject to applicable federal law law, including the 1940 Act, the redemption or repurchase price may be paid, in any case or cases be paid cases, wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemedTrust, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption or repurchase price may be determined by or under procedures approved by authority of the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person person in transferring securities selected for delivery as all or part of any payment in kind. (d) The Trustees may cause the Trust to repurchase or redeem Shares of a Shareholder or any person acquiring Shares from or through a Shareholder, on terms the Trustees believe are fair to the Trust and to the Shareholder or any person acquiring Shares from or through such Shareholder, in the event that the Trustees, in their sole discretion, determine or have reason to believe that: (i) the Shares have been transferred in violation of Section 2.4, or the Shares have vested in any person other than by operation of law as the result of the death, dissolution, bankruptcy, insolvency or adjudicated incompetence of the Shareholder; (ii) ownership of the Shares by a Shareholder or other person is likely to cause the Trust to be in violation of, or require registration of any Shares under, or subject the Trust to additional registration or regulation under, the securities, commodities or other laws of the United States or any other relevant jurisdiction; (iii) continued ownership of the Shares may be harmful or injurious to the business or reputation of the Trust, the Trustees or the Investment Adviser or any of their Affiliated Persons, or may subject the Trust or any of the Shareholders to an undue risk of adverse tax or other fiscal or regulatory consequences; (iv) any of the representations and warranties made by a Shareholder or other person in connection with the acquisition of the Shares was not true when made or has ceased to be true; or (v) it would be in the best interests of the Trust, as determined by the Trustees, for the Trust to repurchase the Shares. (e) If all of a Shareholder’s Shares are repurchased or redeemed, that Shareholder will cease to be a Shareholder.

Appears in 3 contracts

Samples: Trust Agreement (Principal Private Credit Fund I), Agreement and Declaration of Trust (Principal Real Asset Fund), Trust Agreement (Principal Diversified Select Real Asset Fund)

Redemptions. The Trust (a) On any Redemption Date, the Trustee shall purchase such Shares distribute the amounts in the Redemption Account as are offered by any Shareholder for redemptionprovided herein and in the applicable Resolution, upon the presentation of a proper instrument of transfer together with a request directed including: (i) to the Trust extent Subordinated Notes or a Person designated Refinancing Notes were issued for the purpose of funding such Redemption, paying to such Persons as shall be specified by the Trust that Issuer such Transaction Expenses as shall be due and payable in connection with the Trust purchase such Shares issuance and sale of the applicable Subordinated Notes or in accordance with such other procedures for redemption as Refinancing Notes; (ii) remitting to the Trustees may from time Noteholders of the class of Notes to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated)be redeemed, in accordance with any applicable the Resolution authorizing such Redemption (and, if such Redemption Date is a Payment Date, after application of Section 3.6 and Section 3.7), an amount equal to the Redemption Price plus Premium, if any, allocated, in the event of a Redemption of such Notes in part, pro rata in proportion to the Outstanding Principal Balance of such Notes held by such Noteholders; and (iii) making such other distributions and payments as shall be authorized and directed by the Resolution and indentures supplemental hereto executed in connection with such Redemption. (b) Subject to the provisions of this Agreement Section 3.8(c) and applicable lawSection 3.9, less on any fees imposed on Redemption Date (and, if such Redemption Date is a Payment Date, to the extent that any Class A Notes will remain Outstanding after application of Section 3.6 and Section 3.7), the Issuer may elect to redeem the Class A Notes, in whole, but not in part, out of the proceeds of any Refinancing Notes, or, in whole or in part, out of amounts available in the Capital Account or the Redemption Account for such purpose, if any, including the proceeds of any Subordinated Notes, in each case, at the Redemption Price (any such redemption, an “Optional Redemption”). Unless extraordinary circumstances exist, payment for said Shares The Issuer shall be made by the Trust give written notice of any such Optional Redemption to the Shareholder within seven (7) days after Trustee and the Servicer not later than five Business Days prior to the date on which notice is to be given to Noteholders in accordance with Section 3.9(a) (unless the request is made in proper formTrustee and any such Servicer agree to waive or limit the requirement for such notice). The obligation Such written notice to the Trustee shall include a copy of the Resolution authorizing such Optional Redemption, and shall set forth the relevant information regarding such Optional Redemption, including the information to be included in this the notice given pursuant to Section 7.3 is 3.9(a) and whether or not any amounts available in the Capital Account shall be used for such Redemption. (c) An indenture supplemental hereto providing for the issuance of any Subordinated Notes or Refinancing Notes may authorize one or more redemptions, in whole or in part, of such Notes, on such terms and subject to the provision that such conditions as shall be specified in the event that such indenture supplemental hereto; provided, that, while any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidaysClass A Notes are Outstanding, or if permitted such Subordinated Notes may only be redeemed by the rules and regulations Issuer with proceeds from Refinancing Notes in respect of such Subordinated Notes or an order capital contributions from the Equityholder. (d) The application of the Commission during periods when trading Collections to principal payments on the Exchange is restricted or during any emergency which makes it impracticable for the Trust Notes shall not be deemed to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination partial redemption of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kindNotes.

Appears in 3 contracts

Samples: Indenture (Alexza Pharmaceuticals Inc.), Indenture (Alexza Pharmaceuticals Inc.), Indenture (Alexza Pharmaceuticals Inc.)

Redemptions. The Trust Agent shall purchase such Shares receive and shall stamp with the date of receipt, all certificates delivered to it for redemption or repurchase as are offered by any Shareholder well as all requests for redemptions or repurchase of shares and shall process said certificate and redemption and repurchase requests as follows: 4.01 Upon receipt of a request for redemption, upon Agent will determine if any of the presentation shares to be redeemed have been purchased within the previous thirty (30) calendar days. If it is determined that any portion of the shares to be redeemed have been purchased within the previous thirty (30) calendar days, Agent will promptly obtain the necessary information relative to the check used to purchase the shares, and will call the paying bank requesting confirmation that the check in question has been paid. 4.02 If such certificates, redemption request or repurchase request comply with the standards for redemption or repurchase as approved by the Trust and if it is determined that none of the shares to be redeemed have been purchased within the previous thirty (30) calendar days or if Agent has not received information that the check in question has been returned to Agent as unpaid by the close of Agent’s business on the date of receipt of the redemption request, Agent shall notify Trust of the total number of shares presented and covered by such requests received by Agent on said date. On or prior to the seventh calendar day succeeding any such receipt of certificates or request for redemption or repurchase, Agent shall from cash available in the bank account maintained by the Custodian, pay the applicable redemption or repurchase price, as the case may be, to the investor as set forth in the Articles of Incorporation and the then current prospectus of the Trust. 4.03 If by the end of the seventh (7) calendar day after receipt of a proper instrument redemption request Agent has been unable to determine the status of transfer any check in question, Agent will calculate the amount due to the shareholder for shares which were purchased and credited to the shareholder’s account over thirty (30) days prior to receipt of the redemption request and will send a check representing the proceeds of the redemption of these shares to the shareholder, together with a letter of explanation. Funds representing redemption of shares purchased within the prior thirty (30) days will be held until the paying bank can confirm payment of the check used for purchase of shares. 4.04 If any certificate or request directed for redemption or repurchase does not comply with the standards for redemption approved by the Trust, Agent shall promptly notify the investor of such fact, together with the reason therefor, and shall effect such redemption or repurchase at the price applicable to the Trust or a Person designated by the Trust that the Trust purchase such Shares date and time of receipt of documents complying with said standards, or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption repurchase, at such other time as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property shall so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kinddirect.

Appears in 3 contracts

Samples: Transfer Agent and Dividend Disbursing Agent Service Agreement (Dupree Mutual Funds), Transfer Agent and Dividend Disbursing Agent Service Agreement (Dupree Mutual Funds), Transfer Agent and Dividend Disbursing Agent Service Agreement (Dupree Mutual Funds)

Redemptions. The Trust Agent shall purchase such Shares receive and shall stamp with the date of receipt, all certificates delivered to it for redemption or repurchase as are offered by any Shareholder well as all requests for redemptions or repurchase of shares and shall process said certificate and redemption and repurchase requests as follows: 4.01 Upon receipt of a request for redemption, upon Agent will determine if any of the presentation shares to be redeemed have been purchased within the previous thirty (30) calendar days. If it is determined that any portion of the shares to be redeemed have been purchased within the previous thirty (30) calendar days, Agent will promptly obtain the necessary information relative to the check used to purchase the shares, and will call the paying bank requesting confirmation that the check in question has been paid. 4.02 If such certificates, redemption request or repurchase request comply with the standards for redemption or repurchase as approved by the Trust and if it is determined that none of the shares to be redeemed have been purchased within the previous thirty (30) calendar days or if Agent has not received information that the check in question has been returned to Agent as unpaid by the close of Agent's business on the date of receipt of the redemption request, Agent shall notify Trust of the total number of shares presented and covered by such requests received by Agent on said date. On or prior to the seventh calendar day succeeding any such receipt of certificates or request for redemption or repurchase, Agent shall from cash available in the bank account maintained by the Custodian, pay the applicable redemption or repurchase price, as the case may be, to the investor as set forth in the Articles of Incorporation and the then current prospectus of the Trust. 4.03 If by the end of the seventh (7) calendar day after receipt of a proper instrument redemption request Agent has been unable to determine the status of transfer any check in question, Agent will calculate the amount due to the shareholder for shares which were purchased and credited to the shareholder's account over thirty (30) days prior to receipt of the redemption request and will send a check representing the proceeds of the redemption of these shares to the shareholder, together with a letter of explanation. Funds representing redemption of shares purchased within the prior thirty (30) days will be held until the paying bank can confirm payment of the check used for purchase of shares. 4.04 If any certificate or request directed for redemption or repurchase does not comply with the standards for redemption approved by the Trust, Agent shall promptly notify the investor of such fact, together with the reason therefor, and shall effect such redemption or repurchase at the price applicable to the Trust or a Person designated by the Trust that the Trust purchase such Shares date and time of receipt of documents complying with said standards, or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption repurchase, at such other time as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property shall so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kinddirect.

Appears in 2 contracts

Samples: Transfer Agent and Dividend Disbursing Agent Service Agreement (Dupree Mutual Funds), Transfer Agent and Dividend Disbursing Agent Service Agreement (Dupree Mutual Funds)

Redemptions. The Trust (a) On any Redemption Date, the Trustee shall purchase such Shares distribute the amounts in the Collection Account as are offered by any Shareholder for redemptionprovided herein and in the applicable Resolution, upon the presentation of a proper instrument of transfer together with a request directed including: (i) to the Trust extent Subordinated Notes or a Person designated Refinancing Notes were issued for the purpose of funding such Redemption, paying to such Persons as shall be specified by the Trust that Issuer such Transaction Expenses as shall be due and payable in connection with the Trust purchase such Shares issuance and sale of the applicable Subordinated Notes or in accordance with such other procedures for redemption as Refinancing Notes; (ii) remitting to the Trustees may from time Noteholders of the class of Notes to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated)be redeemed, in accordance with any applicable the Resolution authorizing such Redemption (and, if such Redemption Date is a Payment Date, after application of Section 3.6 and Section 3.7), an amount equal to the Redemption Price plus Premium, if any, allocated, in the event of a Redemption of such Notes in part, pro rata in proportion to the Outstanding Principal Balance of such Notes held by such Noteholders; and (iii) making such other distributions and payments as shall be authorized and directed by the Resolution and indentures supplemental hereto executed in connection with such Redemption. (b) Subject to the provisions of this Agreement Section 3.8(c) and applicable lawSection 3.9, less on any fees imposed on Redemption Date (and, if such Redemption Date is a Payment Date, to the extent that any class of Notes shall remain Outstanding after application of Section 3.6 and Section 3.7), the Issuer may optionally redeem such class of Notes, in whole, but not in part, out of the proceeds of any Refinancing Notes, or, in whole or in part, out of amounts available in the Collection Account for such purpose, if any, including the proceeds of any Subordinated Notes, in each case, at the Redemption Price (any such redemption, an “Optional Redemption”). Unless extraordinary circumstances exist, payment for said Shares The Issuer shall be made by the Trust give written notice of any such Optional Redemption to the Shareholder within seven Trustee and the Servicer not later than five (75) days after Business Days prior to the date on which notice is to be given to Noteholders in accordance with Section 3.9(a) (unless the request is Trustee and any such Servicer agree to waive or limit the requirement for such notice). Such written notice to the Trustee shall include a copy of the Resolution authorizing such Optional Redemption and shall set forth the relevant information regarding such Optional Redemption, including the information to be included in the notice given pursuant to Section 3.9(a). (c) An indenture supplemental hereto providing for the issuance of any Subordinated Notes or Refinancing Notes may authorize one or more redemptions, in whole or in part, of such Notes, on such terms and subject to such conditions as shall be specified in such indenture supplemental hereto; provided, that, while any Original Notes (or any Refinancing Notes in respect of the Original Notes) are Outstanding, the Issuer may redeem the Subordinated Notes solely with monies that are not Retained Royalty Payments. (d) The application of Retained Royalty Payments, together with the investment earnings on funds on deposit in the Collection Account and any voluntary capital contributions made by the Equityholder to the Collection Account for the purpose described in proper formclause (iii) of Section 3.7(b) to principal payments on any Original Notes (or any Refinancing Notes in respect of the Original Notes) pursuant to the Priority of Payments shall not be treated as an Optional Redemption under this Indenture. A Mandatory Tax Redemption of the Original Notes will also not be treated as an Optional Redemption under this Indenture. (e) If the Issuer determines that the Original Notes would otherwise constitute “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code, at the end of each accrual period ending on or after the fifth anniversary of the issuance of the Original Notes (each, an “AHYDO Redemption Date”), the Issuer shall be required to redeem for cash a portion of each Original Note then Outstanding equal to the “mandatory principal redemption amount” (such redemption, a “Mandatory Tax Redemption”). The obligation redemption price for the portion of each Original Note redeemed pursuant to a Mandatory Tax Redemption shall be 100% of the principal amount of such portion plus any accrued interest thereon to the date of redemption without payment of a prepayment penalty. The “mandatory principal redemption amount” means the portion of an Original Note required to be redeemed to prevent such Original Note from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. No partial redemption of the Original Notes prior to any AHYDO Redemption Date pursuant to any other provision of this Indenture shall alter the Issuer’s obligations to make the Mandatory Tax Redemption with respect to any Original Notes that remain Outstanding on any AHYDO Redemption Date. The Issuer shall deliver written notice in respect of any Mandatory Tax Redemption to each Noteholder at least five (5) Business Days but not more than thirty (30) days before the date scheduled for redemption, which written notice shall be delivered by the Issuer to the Trustee for the Trustee to deliver to the Noteholders at the sole cost and expense of the Issuer through DTC, Euroclear or Clearstream for the Beneficial Holders and by regular mail, postage prepaid for the Noteholders holding Definitive Notes. For the avoidance of doubt, a Mandatory Tax Redemption shall not be subject to the procedures that apply to an Optional Redemption set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind3.9.

Appears in 2 contracts

Samples: Indenture (Innoviva, Inc.), Indenture (Theravance Inc)

Redemptions. The Trust shall purchase such Shares as are offered by Borrower will not, and will not permit any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed other Group Member to prior to the Trust or a Person designated by the Trust date that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees is ninety-one (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (791) days after the date on which Maturity Date, call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part), (i) any Permitted Unsecured Debt, (ii) any Permitted Second Lien Debt, (iii) any other Indebtedness of the request is made in proper form. The obligation type set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange clauses (the “Exchange”a), (h) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order (k) of the Commission during periods when trading on definition of Indebtedness (excluding (A) the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In Secured Obligations and (B) in the case of a suspension such other Indebtedness of the right type set forth in clause (a) of redemption as the definition of Indebtedness, Redemptions in an aggregate amount paid not to exceed $5,000,000) and (iv) any Permitted Refinancing Indebtedness in respect of the foregoing (such Indebtedness, collectively, the “Specified Indebtedness”); provided herein, a Shareholder that the Borrower may either withdraw prepay such Specified Indebtedness with the request for redemption proceeds of any Permitted Refinancing Indebtedness in respect thereof or receive payment based on with the net asset value per Share next cash proceeds of Equity Interests (other than Disqualified Capital Stock) of the Borrower so long as no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would occur as a result of such Redemption. The Borrower will not, and will not permit any Group Member to, call, make or offer to make any mandatory Redemption of any Specified Permitted Second Lien Debt unless (1) when the Revolving Credit Exposures of the Borrower exceed $0.00 (provided that no LC Exposure which has been Cash Collateralized in a manner consistent with Section 2.09(j) (or which is reasonably satisfactory to the Administrative Agent and Issuing Bank) shall count as Revolving Credit Exposure for purposes of such calculation) as determined after giving effect to any prepayments or repayments being made in respect of the termination Loans and/or Cash Collateralization of the Letters of Credit occurring substantially concurrently with such Redemption, no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result as a result such Redemption and (2) the Borrowing Base Utilization Percentage as of the date of such suspension, Redemption is less any fees imposed on than eighty percent (80%) after giving effect to such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kindRedemption.

Appears in 2 contracts

Samples: Senior Secured Revolving Credit Agreement (Silverbow Resources, Inc.), Senior Secured Revolving Credit Agreement (Silverbow Resources, Inc.)

Redemptions. The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio Fund or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio Fund or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio Fund or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind.

Appears in 2 contracts

Samples: Agreement and Declaration of Trust (James Alpha Funds Trust), Trust Agreement (James Alpha Funds Trust)

Redemptions. Subject to any applicable restrictions as set out under “Redemption and Transfer” and “Net Asset Value – Suspensions” in the Private Placement Memorandum and the relevant Appendix for the particular Class, Participating Shares may be redeemed at the option of the Shareholder on any Redemption Day using the prescribed form as the Directors may determine from time to time. A Shareholder wishing to redeem its Participating Shares must send a completed Redemption Notice to the Administrator at the address specified in the Redemption Notice. The Trust shall purchase completed Redemption Notice must be received by no later than 5:00 p.m. (Hong Kong time) on a Business Day falling before the commencement of the relevant Redemption Period. Unless the Directors agree otherwise, any Redemption Notice received after this time will be held over and dealt with on the next relevant Redemption Day. Redemption Notices may be submitted to the Administrator by fax to the facsimile number stated above or by email to the email address stated above provided that, (i) the original signed redemption request is received by the Administrator prior to the Redemption Day; and (ii) the Shareholder receives written confirmation from the Administrator that the faxed or emailed redemption request has been received. The Administrator will confirm in writing within five Business Days of receipt all faxed or emailed redemption requests which are received in good order or will liaise with the investor and/or the Manager to obtain any outstanding documents as required by the Administrator. Investors failing to receive such written confirmation from the Administrator within five Business Days should contact the Administrator to obtain the same. Failure to obtain such written confirmation will render faxed or emailed instructions void. Once a Redemption Notice has been received by the Administrator it may not be revoked by the Shareholder unless redemptions have been suspended in the circumstances set out under the heading “Net Asset Value - Suspensions” in the Private Placement Memorandum or the Directors otherwise agree. If a Redemption Notice is received which would, if satisfied, result in the Shareholder retaining less than the Minimum Holding, the Directors may treat such Redemption Notice as a request for a partial redemption only up to the Minimum Holding or may redeem the Shareholder’s entire holding of Participating Shares. A request for a redemption of Participating Shares with an aggregate Net Asset Value of less than US$100,000 (or such lesser amount as are offered by the Directors may determine, either generally or in any particular case) will be refused and all redemptions must be integral multiples of US$10,000. Participating Shares of the relevant Class will be redeemed on a “first issued, first redeemed” basis. The failure of any Shareholder for redemptionto provide certain anti-money laundering information requested by the Fund, upon the presentation Manager, the Investment Advisor or the Administrator may, unless the Fund or the Administrator agree otherwise, prevent or delay the payment of redemption proceeds. Each Shareholder acknowledges that the Administrator, the Fund, the Manager and the Investment Advisor shall be held harmless against any loss arising as a result of a proper instrument failure to process such Shareholder’s request to redeem if such information as requested by the Fund, the Manager, the Investment Advisor or the Administrator have not been provided on a timely basis None of transfer together the Fund, the Directors, the Manager, the Investment Advisor, nor the Administrator accept any responsibility for any loss arising from the non-receipt or illegibility of any Redemption Notice sent by facsimile or email, or for any loss caused by or as a result of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly authorised persons. Where a redemption request directed is sent by facsimile transmission or by email, the Fund will not release the redemption proceeds to the Trust or a Person designated redeeming Shareholders until such time as both the original redemption request and the Subscription Agreement are received by the Trust that Administrator. While the Trust purchase such Shares or Directors intend to remit redemption proceeds in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and the Private Placement Memorandum, the Directors may in their absolute discretion suspend or defer or delay payment of redemptions in certain circumstances as described in the section headed “Net Asset Value - Suspensions” in the Private Placement Memorandum, where necessary to comply with applicable law, less any fees imposed on such redemptionlaw or regulation. Unless extraordinary These circumstances exist, payment for said Shares shall be made by may include where receipt of the Trust to the Shareholder within seven (7) days after the date on which the request proceeds of realising investments is made in proper form. The obligation set forth in this Section 7.3 delayed or where one or more Underlying Funds is subject to Liquidity Constraints or where the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted realisation of investments held by the rules and regulations or an Fund in order of the Commission during periods when trading on the Exchange to pay redemption proceeds is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed not considered by the Trustees. In Directors to be reasonably practicable or where doing so might seriously prejudice the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining non-redeeming Shareholders of the Trust Fund (for instance because the price for such early realisation is reasonably believed to be materially less than that which would be received if the relevant asset or any applicable Portfolio other investment or Class thereof for interest in an asset or other investment were held until an anticipated realisation event). In addition to the extent that the Fund is subject to redemption restrictions on its investments in the Underlying Funds, the Directors may, in their absolute discretion, impose redemption restrictions on Shareholders of the Fund. Any such restriction will be proportional to the scale of redemption restriction imposed upon the Fund and will be made with the best interests of all Shareholders in the Fund in mind. Amongst the considerations which the Shares are being redeemedDirectors will take into account is whether liquidation of the Fund’s investments in the Underlying Funds could: (i) adversely affect the Net Asset Value of the Fund; (ii) adversely affect the Fund’s allocation of the Underlying Funds assets, and (iii) increase the illiquidity of the Fund’s investments in the Underlying Funds. In addition, and without prejudice to the fair valueforegoing general right to defer redemptions, selection and quantity if Redemption Notices are received in respect of securities or other property so paid or delivered as all or part any Redemption Day which, if satisfied in full, would result in redemptions in excess of the redemption price Redemption Gate, the Directors may limit redemptions to the Redemption Gate. Any such limitation will be determined under procedures approved by applied on a pro rata basis amongst all Shareholders seeking to redeem Participating Shares on the Trustees relevant Redemption Day. Redemption Notices which are not satisfied in full will be carried forward to the next Redemption Day and will have priority over Redemption Notices received in respect of such Redemption Day. Participating Shares will be redeemed at the Redemption Price prevailing on the Redemption Day on which they are redeemed. The Directors currently do not expect to exercise their sole discretion. In no case shall the Trust power to defer redemptions unless necessary to comply with applicable law or regulation or if they consider that Shareholders would otherwise be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kindmaterially prejudiced.

Appears in 2 contracts

Samples: Subscription Agreement (Prestige Wealth Inc.), Subscription Agreement (Prestige Wealth Inc.)

Redemptions. The Trust Fund shall purchase such Shares as are offered by any Shareholder redeem for redemption, upon cash from USAA Life those full or fractional shares of the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust Portfolio that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may USAA Life requests from time to time authorize; time. REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS. USAA Life, on behalf of the Separate Account and the Trust will pay therefor Life Insurance Separate Account, hereby elects to reinvest all dividends and capital gains distributions in additional shares of the Capital Growth Portfolio at the net asset value thereof values on the payment date of such dividends and capital gains distributions until USAA Life otherwise notifies the Fund in writing. USAA Life reserves the right to revoke this election and to receive all such dividends and capital gain distributions in cash. The Fund shall promptly notify USAA Life of the number of shares so issued as determined by payment of such dividends and distributions. AMENDMENT TO POLICY AGREEMENT. As an additional inducement for IMCO to enter into the Policy Agreement, SIS hereby agrees with IMCO as follows: (1) in connection with Sections 6 and 12 of the Policy Agreement, SIS will give IMCO thirty days' written notice before suspending sales or withdrawing the offering of Shares (as defined in the Policy Agreement) or terminating the Policy Agreement, except that sales of Shares may be suspended or the offering of Shares withdrawn or the Policy Agreement terminated without notice (i) if the continued offering or sale of Shares would violate any applicable statute or regulation, order or decree of any court, governmental agency or self-regulatory organization having jurisdiction, or (ii) if in the sole discretion of the Trustees (or by such Person or Persons to whom such determination has been delegated)of the Fund, in accordance with any applicable provisions including a majority of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that those Trustees who are not "interested persons" as defined in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidaysInvestment Company Act of 1940, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments as amended, of the Trust or any applicable Portfolio or of its investment adviser, such action is determined to determine fairly be necessary in the value best interests of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust Portfolio. (2) no unilateral amendment pursuant to Section 6 of the Policy Agreement shall be effective against IMCO unless it is accompanied by a written notice from SIS stating that the amendment is necessary to prevent the continued offering or sale of Shares from violating any applicable Portfolio statute or Class thereof for which the Shares are being redeemedregulation, and the fair value, selection and quantity of securities order or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay decree of any corporation court, governmental agency or other Person in transferring securities selected for delivery as all or part of any payment in kindself- regulating organization having jurisdiction.

Appears in 1 contract

Samples: Letter Agreement (Life Insurance Separate Account of Usaa Life Insurance Co)

Redemptions. The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the "Exchange") is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind.

Appears in 1 contract

Samples: Trust Agreement (Staar Investment Trust)

Redemptions. The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees (a) Redemptions may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by a Limited Partner as of the Trust last Business Day of any month (each, a “Redemption Date”), at the applicable Net Asset Value per Unit (or portion thereof) on the Redemption Date, on five (5) Business Days’ prior written notice to the Shareholder General Partner. Partial redemptions must be for at least $1,000, unless such requirement is waived by the General Partner in its sole discretion. In addition, a Limited Partner, if making a partial redemption, must maintain at least $10,000 or its original investment amount, whichever is less, in the Partnership, unless such requirement is waived by the General Partner in its sole discretion. In the event that any Units are redeemed prior to the end of a calendar quarter, the Trading Advisor shall be entitled to an Incentive Fee (as applicable), payable on a quarterly basis, regarding the redeemed Units to the extent of any accrued Incentive Fee allocable to the redeemed Units as of the Redemption Date. (b) The Partnership will pay redemption proceeds as soon as practicable after the Redemption Date, generally within seven thirty (730) days after the date Redemption Date. Partner redemptions will be accounted for on a first in first out basis unless such requirement is waived by the General Partner. The Partnership may delay payment of the redemption proceeds if special circumstances require, including without limitation (i) a market emergency that prevents the liquidation of commodity positions, (ii) a delay or default in payment to the Partnership by the futures commission merchants, cash management brokers or a bank, or (iii) if payment is restricted pursuant to the Delaware Act. Limited Partners shall be notified within ten (10) days after the Redemption Date if any redemption cannot be honored under the terms hereof and their requests thereafter will be honored at the first available opportunity on a pro-rata basis. The Partnership may deny a redemption request if, in the General Partner’s sole discretion, such a redemption request would violate any applicable law, regulation or rule to which the request Partnership may be subject. (c) Series A Units will pay a Redemption Fee, as applicable, unless such Redemption Fee is made waived by the General Partner in proper form. The obligation set forth its sole discretion. (d) Upon redemption, a Partner (or any assignee thereof) will receive an amount equal to the applicable Net Asset Value per Unit of the redeemed portion of its Units as of the Redemption Date, minus any amount which is owed by such Partner (and its assignee, if any) to the General Partner as provided below in this Section 7.3 is subject 8.1(d) or to the provision that Partnership. If, pursuant to applicable law, the Partnership has been required to withhold tax on certain income of the Partnership allocable to a Limited Partner (or an assignee thereof) and the General Partner (in its sole discretion) has paid out of its own funds such tax, upon redemption of Units by such Limited Partner (or assignee) all amounts of such taxes may be deducted from the event that any time Net Asset Value of such Units and reimbursed to the New York Stock Exchange (General Partner. In addition, upon redemption of Units, all amounts which are owed to the “Exchange”) is closed for other than weekends or holidays, or if permitted Partnership by the rules and regulations or an order Limited Partner to whom such Units were issued as well as all amounts which are owed by all assignees of such Units will be deducted from the redemption proceeds payable to such redeeming Limited Partner including without limitation any payment that might be owing pursuant to Section 5.2(g). (e) Subject to Section 5.1, the General Partner may redeem any portion of the Commission during periods when trading General Partner Units and make related withdrawals from the General Partner’s Capital Account on any Redemption Date. The General Partner’s right to redeem its General Partner Units is not senior to any Series of Units and will be on the Exchange is restricted or during any emergency which makes it impracticable for same terms as the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption Limited Partners as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kindthis Article 8.

Appears in 1 contract

Samples: Limited Partnership Agreement (Aspect Global Diversified Fund LP)

Redemptions. The Any Shareholder shall be entitled to require the Trust to redeem and the Trust shall purchase be obligated to redeem at the option of such Shareholder all or any part of the Shares as are offered owned by any Shareholder for redemptionsaid Shareholder, at the redemption price, pursuant to the method, upon the presentation of a terms and subject to the conditions hereinafter set forth: (a) Certificates for Shares, if issued, shall be presented for redemption in proper instrument of form for transfer together with a request directed to the Trust or a Person designated by the agent of the Trust appointed for such purpose, and these shall be presented with a written request that the Trust purchase such redeem all or any part of the Shares or in accordance with such other procedures for represented thereby. (b) The redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares price per Share shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share when next determined after by the termination Trust at such time or times as the Trustees shall designate, following the time of presentation of certificates for Shares, if issued, and an appropriate request for redemption, or such suspension, less other time as the Trustees may designate in accordance with any fees imposed on such redemption. Subject to applicable federal law including provision of the 1940 Act, or any rule or regulation made or adopted by any securities association registered under the Securities Exchange Act of 1934, as amended, as determined by the Trustees, less any applicable charge or fee imposed from time to time as determined by the Trustees. (c) Payment of the redemption price by the Trust may be made either in any case cash or cases be paid wholly in securities or other assets at the time owned by the Trust or partly in kind if cash and partly in securities or other assets at the Trustees determine in their sole discretion that time owned by the Trust. The value of any part of such payment is advisable to be made in the interest of the remaining Shareholders securities or other assets of the Trust or any applicable Portfolio or Class thereof for which shall be the Shares are being redeemedvalue employed in determining the redemption price. Subject to the foregoing, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined by or under procedures approved authority of the Trustees. Payment of the redemption price shall be made on or before the seventh day following the effective date of a redemption, except that delivery of any securities included in any such payment shall be made as promptly as any necessary transfers on the books of the issuers whose securities are to be delivered may be made and except as postponement of the date of payment may be permissible under the 1940 Act. (d) The right of any holder of Shares redeemed by the Trustees Trust as provided in their sole discretion. In no case this Article VI to receive dividends or distributions thereon and all other rights of such Shareholder with respect to such Shares shall terminate at the time as of which the redemption price of such Shares is determined, except the right of such Shareholder to receive (1) the redemption price of such Shares from the Trust in accordance with the provisions hereof, and (2) any dividend or distribution to which such Shareholder previously had become entitled as the record holder of such Shares on the record date for such dividend or distribution. (e) Redemption of Shares by the Trust is conditional upon the Trust having funds or other assets legally available therefor. (f) Shares purchased or redeemed by the Trust shall be liable canceled or held by the Trust for reissue, as the Trustees from time to time may determine. (g) The obligations set forth in this Article VI may be suspended or postponed, (1) for any delay period (A) during which the New York Stock Exchange is closed other than for customary weekend and holiday closings, or (B) during which trading on the New York Stock Exchange is restricted, (2) for any period during which an emergency exists as a result of which (A) the disposal by the Trust of investments owned by it is not reasonably practicable, or (B) it is not reasonably practicable for the Trust fairly to determine the value of its net assets, or (3) for such other periods as the Commission or any corporation successor governmental authority by order may permit. (h) Notwithstanding any other provision of this Declaration of Trust, if certificates representing such Shares have been issued, the redemption price or other Person repurchase price need not be paid by the Trust until such certificates are presented in transferring securities selected proper form for delivery as all transfer to the Trust or part the agent of any payment the Trust appointed for such purpose; however, the redemption or repurchase shall be effective, in kindaccordance with the resolution of the Trustees, regardless of whether or not such presentation has been made.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (Dreyfus Premier Tp Balanced Fund)

Redemptions. The Trust shall purchase such Shares as are offered A Unitholder (including the Managing Owner except to the extent that its power to redeem is limited by any Shareholder for redemption, upon the presentation other provision of a proper instrument this Declaration and Agreement of transfer together with a request directed Trust) to the Trust extent that it owns Units or a Person designated by any assignee of Units of whom the Trust that Managing Owner has received written notice as described above, may redeem all or part of its Units, effective as of the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof close of business (as determined by the Trustees Managing Owner) on the last day of any month, provided, that (i) all liabilities, contingent or otherwise, of the Trust, except any liability to Unitholders on account of their capital contributions, have been paid or there remains property of the Trust sufficient to pay them, (ii) the Unitholder redeems at least $1,000 of Units, (iii) in the case of partial redemption, such Unitholder’s investment in the Trust after the partial redemption will be at least $1,000, and (iv) the Managing Owner shall have timely received a request for redemption (as provided below). If Units are redeemed by such Person or Persons a Unitholder at a time when there are accrued incentive fee(s) due to whom such determination has been delegatedthe Trust’s trading advisor(s), in accordance with any applicable provisions the amount of this Agreement such accrual attributable to the Units being redeemed will be deducted from the redemption proceeds payable to the redeeming Unitholder and applicable law, less any fees imposed paid to the Trust’s trading advisor(s). Units redeemed on or before the end of the eleventh full calendar month after such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made Units are issued by the Trust are subject to early redemption charges of 2% of the Net Asset Value at which they are redeemed. Such charges will be deducted from redemption proceeds due to the Shareholder within seven Unitholder making the redemption and will be paid to the Managing Owner. Units are issued, for purposes of determining whether an early redemption charge is due, as of the date as of which the subscription price of such Units is invested in the Trust, not when subscriptions are submitted by Unitholders or accepted by the Managing Owner or subscription funds are accepted into escrow. No redemption charges shall be applicable to Unitholders who redeem because the Trust’s expenses have been increased. In the event that a Unitholder acquires Units as of the end of more than one month, such Units will be treated on a “first-in, first-out” basis for purposes of identifying which of such Units are being redeemed so as to determine whether early redemption charges apply. Requests for redemption as of any month-end must be received by the Managing Owner on or before the fifth business day prior to the month-end of redemption (7including the last business day of the month), or such later date as shall be acceptable to the Managing Owner. If as of the close of business (as determined by the Managing Owner) on any day, the Net Asset Value of a Unit has decreased to less than 50% of the Net Asset Value per Unit as of the previous highest month-end Net Asset Value per Unit or to $50 or less, after adding back all distributions, the Managing Owner shall cause the Trust to liquidate all open positions as expeditiously as possible and suspend trading. Within ten business days after the suspension of trading, the Managing Owner shall declare a Special Redemption Date. Such Special Redemption Date shall be a business day within 30 business days from the suspension of trading by the Trust, and the Managing Owner shall mail notice of such date to each Unitholder and assignee of Units of whom it has received written notice as described above, by first-class mail, postage prepaid, not later than ten business days prior to such Special Redemption Date, together with instructions as to the procedure such Unitholder or assignee must follow to have its Units redeemed on such Date (only entire, not partial, interests in the Trust may be redeemed on a Special Redemption Date, unless otherwise determined by the Managing Owner). Upon redemption pursuant to a Special Redemption Date, a Unitholder or any other assignee of whom the Managing Owner has received written notice as described above, shall receive from the Trust an amount equal to the Net Asset Value of its Units, determined as of the close of business (as determined by the Managing Owner) on such Special Redemption Date. No redemption charges shall be assessed on any such Special Redemption Date. As in the case of a regular redemption, an assignee shall not be entitled to redemption until the Managing Owner has received written notice as described above of the assignment, transfer or disposition under which the request assignee claims an interest in the Units to be redeemed. If, after a Special Redemption Date, the Net Assets of the Trust are at least $1,000,000 and the Net Asset Value per Unit is made in proper formexcess of $25, the Trust may, in the discretion of the Managing Owner, resume trading. The obligation set forth Managing Owner may at any time and in this Section 7.3 its discretion declare a Special Redemption Date, should the Managing Owner determine that it is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order best interests of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose do so. If the Managing Owner declares a Special Redemption Date, the Managing Owner shall not be required to again call a Special Redemption Date (whether or not a Special Redemption Date would otherwise be required to be called as described above); and the Managing Owner in its notice of a Special Redemption Date may, at its discretion, establish the conditions, if any, under which other Special Redemption Dates must be called, which conditions may be determined in the sole discretion of the investments Managing Owner, irrespective of the Trust or any applicable Portfolio or to determine fairly the value provisions of the net assets held with respect preceding paragraph. The Managing Owner may also, in its discretion, declare additional regular redemption dates for Units, permit certain Unitholders to redeem at other than at month-end and waive the notice period otherwise required to effect redemptions. Redemption payments will be made within ten business days after the month-end of redemption, except that under special circumstances, including, but not limited to, inability to liquidate commodity positions as of a redemption date or default or delay in payments due the Trust from commodity brokers, banks or other persons or entities, the Trust may in turn delay payment to Unitholders or assignees requesting redemption of their Units of the proportionate part of the Net Asset Value of such Units equal to the Trust or such Portfolio or during any other period permitted by order proportionate part of the Commission Trust’s aggregate Net Asset Value represented by the sums which are the subject of such default or delay. The Managing Owner may require a Unitholder to redeem all or a portion of such Unitholder’s Units if the Managing Owner considers doing so to be desirable for the protection of investorsthe Trust, such obligations may be suspended or postponed by and will use best efforts to do so to the Trustees. In extent necessary to prevent the case of a suspension Trust from being deemed to hold “plan assets” under the provisions of the right Employee Retirement Income Security Act of redemption as provided herein1974 (“ERISA”) or the Code, a Shareholder may either withdraw the request for redemption with respect to any “employee benefit plan” subject to ERISA or receive payment based on the net asset value per Share next determined after the termination of such suspension, less with respect to any fees imposed on such redemption. Subject “plan” or “account” subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest Section 4975 of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kindCode.

Appears in 1 contract

Samples: Declaration and Agreement of Trust (JWH Global Trust)

Redemptions. The Trust (a) Subject to Section 5.03, each Member shall have the right to redeem some or all of its Units as of the time immediately prior to the opening of business on each January 1 or July 1 occurring on or after the first anniversary of the purchase of such Shares as are offered Units by any Shareholder for redemptionthe Member (each, a "Redemption Date"), upon prior written notice received by the presentation Managing Member at least 61 calendar days prior to the Redemption Date. No partial redemption shall be permitted if thereafter the aggregate NAV of the remaining Units held by the redeeming Member would be less than $500,000, unless such limitation is waived by the Managing Member in its sole discretion. Units of a proper instrument particular series will be redeemed at a per Unit price (the "Redemption Price") based upon the NAV of transfer together with a request directed such series as of the close of business on the day immediately preceding the applicable Redemption Date (taking into account the allocation of any Net Capital Appreciation or Net Capital Depreciation under Section 4.05 and any distributions under Section 5.04 for the Accounting Period then ending), after reduction for any Management Fee and Incentive Allocation and other liabilities of the Company to the Trust extent accrued or otherwise attributable to the Units being redeemed (calculated as if the Redemption Date were the last day of the fiscal year), and the amount of any such reduction for the Management Fee shall be paid to the Managing Member, and the amount of any such reduction for any Incentive Allocation shall be allocated to the Capital Account of the Managing Member. If a Person designated redeeming Member owns Units of more than one series, unless otherwise specified by such Member in writing, Units shall be redeemed on a "first in-first out" basis for purposes of determining the Trust Redemption Price. The Company will endeavor to pay the redemption proceeds, within 45 days following the applicable Redemption Date, without interest. The Managing Member may permit redemptions at other times, in other amounts and upon other terms subject to any conditions that it may impose in its sole discretion. (b) The Managing Member shall have the Trust purchase such Shares right, in its sole discretion, as of any date that it determines (including during a fiscal year) and for any reason (including, without limitation, pursuant to Article VI, for regulatory or tax reasons, or for any other reason), to redeem any or all of a Member's Units. Any redemptions made pursuant to this Section 5.02(b) shall be paid out in accordance with such other procedures for Section 5.02(a). (c) Subject to the redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement Agreement, the Managing Member, and applicable lawany Affiliate of the Managing Member, less shall have the right to redeem any fees imposed on and all of its Units without notice to the Non-Managing Members. (d) If at any time after a redemption of Units (including in connection with any withdrawal of a Member from the Company pursuant to Article VI) the Managing Member determines, in its sole discretion, that the amount paid to such redemption. Unless extraordinary circumstances existMember or former Member pursuant to such redemption was materially incorrect (including because the NAV at which the Member or former Member purchased such Units was incorrect), the Company will pay to such Member or former Member any additional amount that it determines such Member or former Member would have been entitled to receive had the redemption been effected at the correct NAV, or, in its sole discretion, seek payment for said Shares from such Member or former Member of (and such Member or former Member shall be made by required to pay) the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay amount of any corporation excess payment that the Managing Member determines such Member or other Person former Member received, in transferring securities selected for delivery as all or part of any payment in kindeach case without interest.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners Ii LLC)

Redemptions. The Trust shall purchase such Shares as are offered by any Shareholder for redemption(a) On each Debenture Redemption Date, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor be required to redeem a Like Amount of Trust Securities at the net asset value thereof Redemption Price. (b) If (i) (x) a Special Event shall occur and be continuing and (y) within 45 days following the occurrence of such Special Event the Trustees shall not have received from the Debenture Trustee a notice of redemption of all of the Debentures on a Debenture Redemption Date (as determined specified in such notice) which is to occur not later than 90 days following the occurrence of such Special Event, or (ii) if the Trust is not or will not be taxed as a grantor trust, but a Tax Event has not occurred, the Depositor may in its sole discretion direct the Trustees to, and the Trustees shall if so directed by the Trustees (or by such Person or Persons Depositor, dissolve the Trust and cause the Trust to whom such determination has been delegated)distribute to each Holder of Trust Securities, in accordance with Section 9.04 and on a Liquidation Date which shall occur not later than 90 days following the occurrence of such Special Event, a Like Amount of Debentures in liquidation of the Trust; provided, however, that the Trustees shall be required to follow the direction of the Depositor to dissolve the Trust and distribute the Debentures to Holders of Trust Securities in accordance with this Section 4.02(b) and Section 9.04 only if the Trust shall have received an Opinion of Counsel experienced in such matters to the effect that the Holders of Preferred Securities will not recognize any applicable provisions gain or loss for United States Federal income tax purposes as a result of this Agreement such distribution. The election of the Depositor to cause the Trust to be dissolved shall be evidenced by a Board Resolution. If the Trust is not dissolved pursuant to the preceding sentence and applicable lawthe Trust Securities remain Outstanding, then Additional Interest Attributable to Taxes (as defined in the Subordinated Indenture) will be payable on the Debentures. (c) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less any fees imposed than 30 nor more than 90 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Securities Register. All notices of redemption shall identify the Trust Securities to be redeemed (including CUSIP number) and shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) the place of payment where such Trust Securities are to be surrendered for payment of the Redemption Price; and (iv) that on the Redemption Date the Redemption Price will become due and payable upon each such redemptionTrust Security to be redeemed and that, if the monies required to effect such redemption have been duly deposited by SPS with the Property Trustee, interest thereon will cease to accrue on and after said date. (d) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price with the proceeds from the contemporaneous redemption of Debentures. Unless extraordinary circumstances exist, payment for said Shares Redemptions of the Trust Securities shall be made and the Redemption Price shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for the payment of such Redemption Price. (e) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(d), the Property Trustee shall, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and, at the direction of the Depositor, shall give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof; provided if the Property Trustee does not do so, it will be regarded as having revoked the notice of redemption. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.02(d), shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price and shall give the Paying Agent irrevocable instructions to pay the Redemption Price to the Holders thereof upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then upon the date of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price, but without interest on such Redemption Price, and such Securities will cease to be outstanding. In the event that any date on which any Redemption Price is payable is not a Business Day, then payment of the Redemption Price payable on such date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, payment of such Distribution shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price in respect of any Trust Securities called for redemption is not paid either by the Trust or by the Depositor pursuant to the Shareholder within seven (7) days after Guarantee, such Trust Securities shall be considered to remain outstanding and will continue to accrue, at the rate specified above, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the Redemption Price. (f) Payment of the Redemption Price on which the request is Trust Securities shall be made in proper form. The obligation set forth in this Section 7.3 is subject to the provision Owners thereof as they appear on the Securities Register on the relevant record date, which shall be one Business Day prior to the relevant Redemption Date; provided, however, that in the event that any time the New York Stock Exchange Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the fifteenth day prior to the Redemption Date. (g) If less than all the “Exchange”) is closed for other Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Securities and the Preferred Securities on a pro rata basis based upon their respective aggregate Liquidation Amounts. The particular Preferred Securities to be redeemed shall be selected not more than weekends or holidays, or if permitted 90 days prior to the Redemption Date by the rules Property Trustee from the Outstanding Preferred Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and regulations appropriate and which may provide for the selection for redemption of portions (equal to $25 or an order any integral multiple thereof) of the Commission during periods when trading on aggregate Liquidation Amount of Preferred Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose Securities Registrar in writing of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission Preferred Securities selected for the protection of investorsredemption and, such obligations may be suspended or postponed by the Trustees. In in the case of a suspension any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the right aggregate Liquidation Amount of redemption as provided herein, a Shareholder may either withdraw the request for redemption Preferred Securities which has been or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject is to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind.

Appears in 1 contract

Samples: Trust Agreement (Southwestern Public Service Co)

Redemptions. Upon the Underlying Debentures being redeemed by the Issuer in accordance with the provisions of the Trust Indenture, the Depositor shall deliver a redemption notice to the Trustee and the Trustee shall deliver such redemption notice to Note Holders promptly after receipt. The Depositor shall transfer the Distributions it receives to the Trust within one (1) Business Days after receipt of immediately available funds or after the funds become available for distribution after deposit of a check, draft or other instrument. The Trustee shall purchase such Shares as promptly transfer on the Payment Date the redemption amounts to the Note Holders according to their Proportionate Interest in the Trust Estate. Upon redemption of the Notes and payment in full of all amounts due in respect thereof to the Note Holders, the Notes so redeemed shall be cancelled and the prior holders thereof shall cease to be beneficial owners (within the meaning of the Delaware Business Trust Act) of the Trust. If less than all the Notes are offered to be redeemed, the particular Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by any Shareholder the Trustee pro rata in accordance with each Note Holder’s Proportionate Interest in the aggregate principal amount of outstanding Notes not previously called for redemption, upon provided, however, that no such partial Table of Contents redemption shall reduce the presentation portion of the principal amount of a proper Note not redeemed to less than the minimum authorized denomination for Notes established pursuant to Section 4.03. Any Note which is to be redeemed only in part (pursuant to the provisions of this Article) shall be surrendered at a Place of Payment therefor (with, if the Trustee so requires, due endorsement by, or a written instrument of transfer together with a request directed in form satisfactory to the Trust or a Person designated by Trustee duly executed by, the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value Note Holder thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may Note Holder’s attorney duly authorized in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemedwriting), and the fair valueTrustee shall execute and deliver to the Note Holder of such Notes without service charge, selection a new Note or Notes, of any authorized denomination as requested by such Note Holder, in aggregate principal amount equal to and quantity of securities or other property so paid or delivered as all or part in exchange for the unredeemed portion of the redemption price may be determined under procedures approved by principal of the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kindNote so surrendered.

Appears in 1 contract

Samples: Trust Agreement (Hollinger International Inc)

Redemptions. The Trust shall purchase such Shares as are offered by any Shareholder for redemption(a) On each Debenture Redemption Date, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor be required to redeem a Like Amount of Trust Securities at the net asset value thereof Redemption Price. (b) If (i) (x) a Special Event shall occur and be continuing and (y) within 45 days following the occurrence of such Special Event the Trustees shall not have received from the Debenture Trustee a notice of redemption of all of the Debentures on a Debenture Redemption Date (as determined specified in such notice) which is to occur not later than 90 days following the occurrence of such Special Event, or (ii) if the Trust is not or will not be taxed as a grantor trust, the Depositor may in its sole discretion direct the Trustees to, and the Trustees shall if so directed by the Trustees (or by such Person or Persons Depositor, dissolve the Trust and cause the Trust to whom such determination has been delegated)distribute to each Holder of Trust Securities, in accordance with any applicable provisions Section 9.04 and on a Liquidation Date which shall occur not later than 90 days following the occurrence of this Agreement and applicable lawsuch Special Event, less any fees imposed on such redemption. Unless extraordinary circumstances exista Like Amount of Debentures in liquidation of the Trust; provided, payment for said Shares however, that the Trustees shall be made by required to follow the direction of the Depositor to dissolve the Trust and distribute the Debentures to Holders of Trust Securities in accordance with this Section 4.02(b) and Section 9.04 only if the Trust shall have received an Opinion of Counsel experienced in such matters to the effect that the Holders of Preferred Securities will not recognize any gain or loss for United States Federal income tax purposes as a result of such distribution. The election of the Depositor to cause the Trust to be dissolved shall be evidenced by a Board Resolution. If the Shareholder within seven (7) days after the date on which the request Trust is made in proper form. The obligation set forth in this Section 7.3 is subject not dissolved pursuant to the provision that preceding sentence and the Trust Securities remain Outstanding, then Additional Interest Attributable to Taxes (as defined in the event that any time Subordinated Indenture) will be payable on the New York Stock Exchange Debentures. (the “Exchange”c) is closed for other than weekends or holidays, or if permitted Notice of redemption shall be given by the rules and regulations or an order Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 90 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for Securities Register. All notices of redemption shall identify the Trust Securities to dispose of be redeemed (including CUSIP number) and shall state: (i) the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind.Redemption Date;

Appears in 1 contract

Samples: Trust Agreement (Western Resources Capital Ii)

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Redemptions. The Trust shall purchase such Shares as are offered by any Unless the Trustees otherwise determine with ----------- respect to a particular Series or Class at the time of establishing and designating the same, each Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to Series shall have the Trust or a Person designated right at such times as may be permitted by the Trust that Trustees to require the Trust purchase Series to redeem all or any part of his Shares at such Shares or in accordance with redemption price and at such other procedures for redemption times as the Trustees may shall prescribe by resolution to the extent permitted by the 1940 Act. In the absence of such resolution, the redemption price per Share shall be the Net Asset Value next determined after receipt by the Series of a request for redemption in proper form less such charges as are determined by the Trustees and described in the Trust's Registration Statement for that Series, as from time to time authorize; and in effect, under the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions Securities Act of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form1933. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidaysTrustees may specify conditions, or if permitted by the rules prices, and regulations or an order places of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable redemption, may specify binding requirements for the Trust to dispose proper form or forms of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request requests for redemption or receive payment based on and may specify the net asset value per Share next determined after the termination amount of such suspension, less any fees imposed on such redemptiondeferred sales charge to be withheld from redemption proceeds. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part Payment of the redemption price may be wholly or partly in securities or other assets at the value of such securities or assets used in such determination of Net Asset Value, or may be in cash, as determined in the sole discretion of the Trustees or their delegate. Upon redemption, Shares may be reissued from time to time. Unless the Trustees otherwise determine with respect to a particular Series or Class at the time of establishing and designating the same, the Trustees may require Shareholders to redeem Shares for any reason at the redemption price which would be applicable if such Shares were then being redeemed by the Shareholder pursuant to this Section 2 under procedures approved terms set by the Trustees, including, but not limited to: (a) the failure of a Shareholder to supply a taxpayer identification number, or to have the minimum investment required (which may vary by Series or Class), or to pay when due for the purchase of Shares issued to him or to pay any charge relating to a transaction effected for the benefit of such Shareholder as provided in the prospectus relating to such Shares; or (b) the determination by the Trustees in their sole discretiondiscretion that failure to so redeem may have materially adverse consequences to the Shareholders of any Series or Class of the Trust. In no case shall To the extent permitted by law, the Trustees may retain the proceeds of any redemption of Shares required by them for payment of amounts due and owing by a Shareholder to the Trust be liable for or any delay Series or Class or any governmental authority. Notwithstanding the foregoing, the Trustees may postpone payment of the redemption price and may suspend the right of the Shareholders to require any corporation Series or other Person in transferring securities selected for delivery as all or part Class to redeem Shares during any period of any payment in kindtime when and to the extent permissible under the 1940 Act.

Appears in 1 contract

Samples: Trust Agreement (Goldman Sachs Variable Insurance Trust)

Redemptions. The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (Morningstar Funds Trust)

Redemptions. The Any Interestholder shall be entitled to require the Trust to redeem and the Trust shall purchase be obligated to redeem at the option of such Shares Interestholder all or any part of the Interests owned by said Interestholder, at the redemption price pursuant to the method, upon the terms and subject to the 1940 Act (including without limitation provisions permitting the suspension of redemptions in certain circumstances), the Registration Statement and the conditions hereinafter set forth: (a) The redemption price per Interest shall be the net asset value per Interest when next determined by the Trust at such time or times as are offered by any Shareholder the Trustees shall designate, following an appropriate request for redemption, upon (and the presentation of a certificates for Interests, if issued in proper instrument form for redemption), or such other time as the Trustees may designate in accordance with any provision of the 1940 Act, or any rule or regulation made or adopted by any securities association registered under the Securities Exchange Act of 1934, as determined by the Trustees, less any applicable redemption charge or fee imposed from time to time as determined by the Trustees. (b) Payment of the redemption price shall be made on or before the seventh day following the day on which the Interests are properly presented for redemption hereunder, except that delivery of any securities included in any such payment shall be made as promptly as any necessary transfers on the books of the issuers whose securities are to be delivered may be made and, except as postponement of the date of payment may be permissible under the 1940 Act. If certificates representing such Interests have been issued, the redemption or repurchase price need not be paid by the Trust until such certificates are presented in proper form for transfer together with a request directed to the Trust or a Person designated the agent of the Trust appointed for such purpose; however, the redemption or repurchase shall be effective, in accordance with the resolution of the Trustees, regardless of whether or not such presentation has been made. (c) Net asset value of each Interest (for the purpose of issuance of Interests as well as redemptions thereof) shall be determined according to the method specified in the Trust’s then current Registration Statement. The Trustees are empowered, in their absolute discretion and as special circumstances may require, to modify the methods for determining such net asset value whenever such modified methods are deemed by them to be necessary to enable the Trust to comply with applicable law, or are deemed by them to be desirable, provided they are not inconsistent with any provision of the 1940 Act. (d) Payment of the redemption price by the Trust that may be made either in cash or in securities or other assets at the time owned by the Trust purchase or partly in cash and partly in securities or other assets at the time owned by the Trust. The value of any part of such Shares payment to be made in securities or other assets of the Trust shall be the value employed in determining the redemption price. (e) The right of any holder of Interests redeemed by the Trust as provided in this Article VII to receive dividends or distributions thereon and all other rights of such Interestholder with respect to such Interests shall terminate at the time as of which the redemption price of such Interests is determined, except the right of such Interestholder to receive (i) the redemption price of such Interests from the Trust in accordance with the provisions hereof, and (ii) any dividend or distribution to which such other procedures Interestholder previously had become entitled as the record holder of such Interests on the record date for redemption such dividend or distribution. (f) Subject to applicable law, the Trust, either directly or through an agent, may repurchase its Interests, upon such terms and conditions and for such consideration as the Trustees may shall deem advisable, by agreement with the owner at a price not exceeding the net asset value per Interest as determined by or pursuant to the order of the Trustees at such time or times as the Trustees shall designate, less any applicable charge, if and as fixed by the Trustees from time to time, and to take all other steps deemed necessary or advisable in connection therewith. (g) Interests purchased or redeemed by the Trust shall be cancelled or held by the Trust for reissue, as the Trustees from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees may determine. (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7h) days after the date on which the request is made in proper form. The obligation obligations set forth in this Section 7.3 is subject to the provision that in the event that Article VII may be suspended or postponed, (1) for any time period (i) during which the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidaysfor customary weekend and holiday closings, or if permitted by the rules and regulations or an order of the Commission (ii) during periods when which trading on the New York Stock Exchange is restricted restricted, (2) for any period during which an emergency exists as a result of which (i) the disposal by the Trust of investments owned by it is not reasonably practicable, or during any emergency which makes (ii) it impracticable is not reasonably practicable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or fairly to determine fairly the value of its net assets, or (3) for such other periods as the net assets held with respect to the Trust Commission or such Portfolio or during any other period permitted successor governmental authority by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kindpermit.

Appears in 1 contract

Samples: Second Amended and Restated Agreement and Declaration of Trust (Master Investment Portfolio)

Redemptions. The Trust Fund shall purchase such Shares as are offered by any Shareholder redeem for redemption, upon cash from USAA Life those full or fractional shares of the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust Portfolio that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may USAA Life requests from time to time authorize; time. REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS. ------------------------------------------- USAA Life, on behalf of the Separate Account and the Trust will pay therefor Life Insurance Separate Account, hereby elects to reinvest all dividends and capital gains distributions in additional shares of the Capital Growth Portfolio at the net asset value thereof values on the payment date of such dividends and capital gains distributions until USAA Life otherwise notifies the Fund in writing. USAA Life reserves the right to revoke this election and to receive all such dividends and capital gain distributions in cash. The Fund shall promptly notify USAA Life of the number of shares so issued as determined by payment of such dividends and distributions. AMENDMENT TO POLICY AGREEMENT. ----------------------------- As an additional inducement for IMCO to enter into the Policy Agreement, SIS hereby agrees with IMCO as follows: (1) in connection with Sections 6 and 12 of the Policy Agreement, SIS will give IMCO thirty days' written notice before suspending sales or withdrawing the offering of Shares (as defined in the Policy Agreement) or terminating the Policy Agreement, except that sales of Shares may be suspended or the offering of Shares withdrawn or the Policy Agreement terminated without notice (i) if the continued offering or sale of Shares would violate any applicable statute or regulation, order or decree of any court, governmental agency or self-regulatory organization having jurisdiction, or (ii) if in the sole discretion of the Trustees (or by such Person or Persons to whom such determination has been delegated)of the Fund, in accordance with any applicable provisions including a majority of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that those Trustees who are not "interested persons" as defined in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidaysInvestment Company Act of 1940, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments as amended, of the Trust or any applicable Portfolio or of its investment adviser, such action is determined to determine fairly be necessary in the value best interests of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust Portfolio. (2) no unilateral amendment pursuant to Section 6 of the Policy Agreement shall be effective against IMCO unless it is accompanied by a written notice from SIS stating that the amendment is necessary to prevent the continued offering or sale of Shares from violating any applicable Portfolio statute or Class thereof for which the Shares are being redeemedregulation, order or decree of any court, governmental agency or self- regulating organization having jurisdiction. FUND MATERIALS. -------------- The Fund, at its expense, shall provide USAA Life or its designee with camera ready copy or computer diskette versions of all prospectuses (including supplements thereto), statements of additional information, annual and semi- annual reports, and proxy materials (collectively, "Fund Materials"), to be printed and distributed by USAA Life or IMCO to existing and prospective Contract or Policy owners, as appropriate. USAA Life agrees to bear the fair value, selection cost of printing and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kinddistributing such Fund Materials.

Appears in 1 contract

Samples: Participation Agreement (Separate Account of Usaa Life Insurance Co)

Redemptions. The Any Interestholder shall be entitled to require the Trust to redeem and the Trust shall purchase be obligated to redeem at the option of such Shares as are offered Interestholder all or any part of the Interests owned by any Shareholder for redemptionsaid Interestholder, at the redemption price pursuant to the method, upon the terms and subject to the 1940 Act (including without limitation provisions permitting the suspension of redemptions in certain circumstances), the Registration Statement and the conditions hereinafter set forth: (a) The redemption price per Interest shall be the net asset value per Interest when next determined by the Trust at such time or times as the Trustees shall designate, following an appropriate request for redemption (and the presentation of a certificates for Interests, if issued in proper instrument form for redemption), or such other time as the Trustees may designate in accordance with any provision of the 1940 Act, or any rule or regulation made or adopted by any securities association registered under the Securities Exchange Act of 1934, as determined by the Trustees, less any applicable redemption charge or fee imposed from time to time as determined by the Trustees. (b) Payment of the redemption price shall be made on or before the seventh day following the day on which the Interests are properly presented for redemption hereunder, except that delivery of any securities included in any such payment shall be made as promptly as any necessary transfers on the books of the issuers whose securities are to be delivered may be made and, except as postponement of the date of payment may be permissible under the 1940 Act. If certificates representing such Interests have been issued, the redemption or repurchase price need not be paid by the Trust until such certificates are presented in proper form for transfer together with a request directed to the Trust or a Person designated the agent of the Trust appointed for such purpose; however, the redemption or repurchase shall be effective, in accordance with the resolution of the Trustees, regardless of whether or not such presentation has been made. (c) Net asset value of each Interest (for the purpose of issuance of Interests as well as redemptions thereof) shall be determined according to the method specified in the Trust’s then current Registration Statement. The Trustees are empowered, in their absolute discretion and as special circumstances may require, to modify the methods for determining such net asset value whenever such modified methods are deemed by them to be necessary to enable the Trust to comply with applicable law, or are deemed by them to be desirable, provided they are not inconsistent with any provision of the 1940 Act. (d) Payment of the redemption price by the Trust that may be made either in cash or in securities or other assets at the time owned by the Trust purchase or partly in cash and partly in securities or other assets at the time owned by the Trust. The value of any part of such Shares payment to be made in securities or other assets of the Trust shall be the value employed in determining the redemption price. (e) The right of any holder of Interests redeemed by the Trust as provided in this Article VII to receive dividends or distributions thereon and all other rights of such Interestholder with respect to such Interests shall terminate at the time as of which the redemption price of such Interests is determined, except the right of such Interestholder to receive (i) the redemption price of such Interests from the Trust in accordance with the provisions hereof, and (ii) any dividend or distribution to which such other procedures Interestholder previously had become entitled as the record holder of such Interests on the record date for redemption such dividend or distribution. (f) Subject to applicable law, the Trust, either directly or through an agent, may repurchase its Interests, upon such terms and conditions and for such consideration as the Trustees may shall deem advisable, by agreement with the owner at a price not exceeding the net asset value per Interest as determined by or pursuant to the order of the Trustees at such time or times as the Trustees shall designate, less any applicable charge, if and as fixed by the Trustees from time to time, and to take all other steps deemed necessary or advisable in connection therewith. (g) Interests purchased or redeemed by the Trust shall be cancelled or held by the Trust for reissue, as the Trustees from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees may determine. (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7h) days after the date on which the request is made in proper form. The obligation obligations set forth in this Section 7.3 is subject to the provision that in the event that Article VII may be suspended or postponed, (1) for any time period (i) during which the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidaysfor customary weekend and holiday closings, or if permitted by the rules and regulations or an order of the Commission (ii) during periods when which trading on the New York Stock Exchange is restricted restricted, (2) for any period during which an emergency exists as a result of which (i) the disposal by the Trust of investments owned by it is not reasonably practicable, or during any emergency which makes (ii) it impracticable is not reasonably practicable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or fairly to determine fairly the value of its net assets, or (3) for such other periods as the net assets held with respect to the Trust Commission or such Portfolio or during any other period permitted successor governmental authority by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kindpermit.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (Master Investment Portfolio II)

Redemptions. The Trust (a) Subject to Sections 5.02(c) and 5.03, as of the time immediately prior to the opening of business on each January 1 or July 1 (each, a "Redemption Date"), each Member shall purchase such Shares as are offered by any Shareholder for redemptionhave the right, upon 45 days' prior written notice to the presentation Managing Member (unless such notice is waived by the Managing Member in its sole discretion), to redeem some or all of its Units. No partial redemption shall be permitted if thereafter the aggregate NAV of the remaining Units held by the redeeming Member would be less than $500,000, unless such limitation is waived by the Managing Member in its sole discretion. Units of a proper instrument particular series will be redeemed at a per Unit price (the "Redemption Price") based upon the NAV of transfer together with a request directed such series as of the close of business on the day immediately preceding the applicable Redemption Date (taking into account the allocation of any Net Capital Appreciation or Depreciation under Section 4.05, any distributions under Section 5.04, and any Incentive Allocation under Section 4.05 for the Accounting Period then ending), after reduction for any Management Fee, Administration Fee and Incentive Allocation and other liabilities of the Company to the Trust extent accrued or otherwise attributable to the Units being redeemed (calculated as if the Redemption Date was the last day of the fiscal year), and the amount of any such reduction for the Management Fee and the Administration Fee shall be paid to the Managing Member, and the amount of any such reduction for any Incentive Allocation shall be allocated to the capital account of the Managing Member. If a Person designated redeeming Member owns Units of more than one series, unless otherwise specified by such Member in writing, Units shall be redeemed on a "first in-first out" basis for purposes of determining the Trust Redemption Price. The Company will endeavor to pay the redemption proceeds, within 45 days following the applicable Redemption Date, without interest. The Managing Member may permit redemptions at other times and in other amounts, subject to any conditions that it may impose in its sole discretion. (b) The Managing Member shall have the Trust purchase such Shares right, in its sole discretion, as of any date that it determines (including during a fiscal year) and for any reason (including, without limitation, pursuant to Article VI, for regulatory or tax reasons, or for any other reason), to redeem any or all of a Member's Units. Any redemptions made pursuant to this Section 5.02(b) shall be paid out in accordance with such Section 5.02(a). (c) The Managing Member, and any Affiliate of the Managing Member, shall have the right at any time (including during a fiscal year or other procedures for redemption as period) to redeem any and all of its interest or withdraw all or a portion of the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), assets in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust its Capital Account without notice to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kindMembers.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners Ii LLC)

Redemptions. Section 7.1 Redemption of Redemption Baskets. The Trust shall purchase such Shares following procedures, as are offered supplemented by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed more detailed procedures specified in the attachment to the Trust or a Person designated by the Trust that the Trust purchase such Shares or applicable Authorized Purchaser Agreement, which may be amended from time to time in accordance with the provisions of such other procedures Authorized Purchaser Agreement (and any such amendment will not constitute an amendment of this Trust Agreement), will govern the Trust and the Funds with respect to the redemption of Redemption Baskets. (a) On any Business Day, a Participant with respect to which a Authorized Purchaser Agreement is in full force and effect (as reflected on the list maintained by the Sponsor pursuant to Section 3.5(a)(i)) may redeem one or more Redemption Baskets standing to the credit of the Participant on the records of the Depository by delivering a request for redemption to the Sponsor or its designee (such request, a “Redemption Order”) in the manner specified in the procedures described in the attachment to the Authorized Purchaser Agreement, as amended from time to time in accordance with the provisions of the Authorized Purchaser Agreement (and any such amendment will not constitute an amendment of this Trust Agreement). (b) To be effective, a Redemption Order must be submitted on a Business Day by the Order Cut-Off Time in form satisfactory to the Sponsor (the Business Day on which the Redemption Order is so submitted, the “Redemption Order Date”). The Sponsor shall reject any Redemption Order the fulfillment of which its counsel advises may be illegal under applicable laws and regulations, and the Sponsor shall have no liability to any person for rejecting a Redemption Order in such circumstances. (c) Subject to deduction of any tax or other governmental charges due thereon, the redemption distribution (“Redemption Distribution”) shall consist of cash or a combination of United States Treasury securities, cash and/or cash equivalents or other securities or property in an amount equal to the product obtained by multiplying (i) the number of Redemption Baskets set forth in the relevant Redemption Order by (ii) the Net Asset Value Per Basket of a Fund calculated on the Redemption Order Date. The Sponsor determines, in its sole discretion or in consultation with the Administrator, the requirements for securities and/or property that may be included in Redemption Distributions and publishes, or its agent publishes on its behalf, such requirements at the beginning of each Business Day. (d) On the next Business Day following the Redemption Order Date (or on such later Business Day, not to exceed three Business Days after the Redemption Order Date, as agreed to between the Participant and the Sponsor or its designee when the Redemption Order is placed) (the “Redemption Settlement Date”), if the account of the Distributor or other appropriate Fund service provider at the Depository has been credited with the Redemption Baskets being tendered for redemption and the Sponsor has by such time received the Transaction Fee, the Sponsor shall deliver the Redemption Distribution through the Depository to the account of the Participant as recorded on the book entry system of the Depository. If by the close of business on such Redemption Settlement Date the Sponsor has not received from a redeeming Participant all Redemption Baskets comprising the Redemption Order, the Sponsor will (i) settle the Redemption Order to the extent of whole Redemption Baskets received from the Participant with the Transaction Fee and (ii) keep the redeeming Participant’s Redemption Order open until the first Business Day following the Redemption Settlement Date as to the balance of the Redemption Order (such balance, the “Suspended Redemption Order”). If the Redemption Basket(s) comprising the Suspended Redemption Order are credited to the Distributor’s account at the Depository on such following Business Day, the Redemption Distribution with respect to the Suspended Redemption Order shall be paid in the manner provided in the second preceding sentence. If by the close of business on the next Business Day following Redemption Settlement Date, the Sponsor has not received from the redeeming Participant all Redemption Baskets comprising the Suspended Redemption Order, the Sponsor will settle the Suspended Redemption Order to the extent of whole Redemption Baskets then received and any balance of the Suspended Redemption will be cancelled. Notwithstanding the foregoing, when and under such conditions as the Trustees Sponsor may from time to time authorize; and determine, the Trust will pay therefor Sponsor shall be authorized to deliver the net asset value thereof Redemption Distribution notwithstanding that a Redemption Basket has not been credited to the Trust’s or the applicable account at the Depository if the Participant has collateralized its obligation to deliver the Redemption Basket on such terms as determined by to which the Trustees (or by such Person or Persons to whom such determination has been delegated)Sponsor may, in accordance with its sole discretion, from time to time agree. 36 (e) The Sponsor may, in its discretion, suspend the right of redemption or postpone the Redemption Settlement Date for a Fund (i) for any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on period during which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to Exchange or the provision that in the event that any time the New York Stock Fund’s Futures Exchange (the “Exchange”) is closed for other than weekends customary weekend or holidaysholiday closings, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange or the Fund’s Futures Exchange is restricted suspended or restricted; (ii) for any period during any which an emergency exists as a result of which makes it impracticable delivery or Redemption Distributions is not reasonably practicable; or (iii) for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of as the Commission Sponsor determines to be necessary for the protection of investors, such obligations may Shareholders. Neither the Sponsor nor its designees will be suspended liable to any person or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case way for any loss or cases damages that may result from any such suspension or postponement. (f) Redemption Baskets effectively redeemed pursuant to the provisions of this Section 7.1 shall be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of cancelled by the Trust or any the applicable Portfolio or Class thereof for which Fund in accordance with the Shares are being redeemedDepository’s procedures, and no longer be deemed outstanding for purposes of this Trust Agreement and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Delaware Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kindStatute.

Appears in 1 contract

Samples: Trust Agreement

Redemptions. The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed (a) Subject to the Trust or a Person designated provisions of Sections 10 and 11 of this Agreement, the Agent shall process each order for the redemption of Shares accepted by the Trust that Agent on behalf of the Trust purchase Fund on behalf of an investor (including any such Shares or orders pursuant to the terms of any automatic redemption plan instituted by the Fund duly executed by investors) and shall mail to the investor a confirmation in accordance with such other procedures for redemption as Rule 10b-10 under the Trustees may from time to time authorize; Securities Exchange Act of 1934 and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose National Association of the investments Securities Dealers, showing trade date, number of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. full and fractional Shares redeemed (In the case of a fractional Share, rounded to three decimal places), the price per Share and the total redemption proceeds. The Agent shall either (i) prepare, affix the appropriate facsimile signature to and address and mall a check in the appropriate amount to the appropriate person, or (ii) in the event redemption proceeds are to be wired through the Federal Reserve Wire System cause such proceeds to be wired in federal funds, less any wire fees as mutually agreed upon by the parties hereto in writing from time to time, to the bank or trust company account designated by the investor for receiving such proceeds. The requirements as to instruments of transfer and other documentation, the applicable redemption price and the time of payment shall be as provided in the then current prospectus, subject to such supplemental requirements consistent with such prospectus as may be established by mutual agreement between the Fund and the Agent. if the Agent or the Fund determines that a request for redemption does not comply with the requirements for redemption, the Agent shall promptly so notify the investor, giving the reasons therefore, and shall effect such redemption at the price in effect at the time of receipt of documents complying with such requirements. The Agent shall notify the Custodian and the Fund on each business day of the total number of Shares redeemed pursuant to redemption requests and of the amount of cash required to meet payments made pursuant to the provisions of this paragraph and the Fund shall instruct the Custodian to make available from time to time sufficient funds therefore in the liquidation account of the Fund. (b) Procedures and standards for effecting and accepting redemption orders from investors by telephone or otherwise shall be established by mutual agreement between the Agent and the Fund consistent with the then current prospectus. (c) The authority of the Agent to perform its responsibilities under this Section 8 shall be suspended upon receipt of notification by it of the suspension of the right determination of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the Fund's net asset value per Share next determined after value. (d) With respect to any redemption initiated by the termination Fund, upon receipt of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including instructions from the 1940 ActFund, the Agent shall, at the Fund's expense, notify the affected investor by letter than his account will be redeemed for cash as of a date of least 30 days thereafter unless such investor submits to the Agent prior to such redemption date an additional purchase order, with payment, for additional Shares to increase his account at least above the minimum account size required by the Fund. if the investor does not so increase the size of his account within the required period, the Agent shall redeem the shares held in his account and, within seven calendar days thereafter, pay the applicable redemption price may to the investor. With respect to investors who request redemption of their Shares in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest response to a letter notifying them of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the a redemption price may be determined under procedures approved initiated by the Trustees in their sole discretion. In no case Fund, such redemption requests shall be processed by the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kindAgent pursuant to Section 8(a).

Appears in 1 contract

Samples: Custodian Agreement, Portfolio Accounting Agreement, Transfer Agency Agreement (Carillon Investment Trust)

Redemptions. Section 8.1 Redemption of Redemption Baskets. The Trust shall purchase such Shares following procedures, as are offered supplemented by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed more detailed procedures specified in the attachment to the Trust or a Person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees applicable Authorized Purchaser Agreement, which may be amended from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable the provisions of such Authorized Purchaser Agreement (and any such amendment will not constitute an amendment of this Trust Agreement), will govern the Trust and the Funds with respect to the redemption of Redemption Baskets. (a) On any Business Day, an Authorized Purchaser with respect to which an Authorized Purchaser Agreement is in full force and applicable law, less any fees imposed effect (as reflected on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made the list maintained by the Trust Sponsor pursuant to Section 4.5(a)(i)) may redeem one or more Redemption Baskets standing to the Shareholder within seven credit of the Authorized Purchaser on the records of the Depository by delivering a request for redemption to the Sponsor or its designee (7such request, a “Redemption Order”) days after in the date manner specified in the procedures described in the attachment to the Authorized Purchaser Agreement, as amended from time to time in accordance with the provisions of the Authorized Purchaser Agreement (and any such amendment will not constitute an amendment of this Trust Agreement). (b) To be effective, a Redemption Order must be submitted on a Business Day by the Order Cut-Off Time in form satisfactory to the Sponsor (the Business Day on which the request Redemption Order is made so submitted, the “Redemption Order Date”). The Sponsor acting by itself or through the Marketing Agent may, in its sole discretion, reject any Redemption Order (i) the Sponsor determines that the Redemption Order is not in proper formform (ii) the fulfillment of which its counsel advises may be illegal under applicable laws and regulations, or (iii) if circumstances outside the control of the Sponsor, the Marketing Agent or the Custodian make it for all practical purposes not feasible for the Units to be delivered under the Redemption Order. The obligation set forth Sponsor may also reject a redemption order if the number of units being redeemed would reduce the remaining outstanding units to 100,000 units (i.e., two baskets) or less, unless the Sponsor has reason to believe that the placer of the redemption order does in this Section 7.3 is subject to fact possess all the provision outstanding units and can deliver them. (c) The redemption distribution (“Redemption Distribution”) shall consist of cash or a combination of United States Treasury securities, cash and/or cash equivalents. The Sponsor determines, in its sole discretion or in consultation with the Administrator, the requirements for securities and/or property that may be included in Redemption Distributions and publishes, or its agent publishes on its behalf, such requirements at the event that any time the beginning of each Business Day. (d) By 3:00 PM New York Stock Exchange time on the third Business Day following the Redemption Order Date (the “ExchangeRedemption Settlement Time), if the Distributor’s account at the Depository has by the Redemption Settlement Time been credited with the Redemption Baskets being tendered for redemption and the Sponsor has by such time received the Transaction Fee, the Sponsor shall deliver the Redemption Distribution through the Depository to the account of the Authorized Purchaser as recorded on the book entry system of the Depository. If the Fund’s DTC account has not been credited with all of the Redemption Baskets by such time, the redemption distribution is delivered to the extent of whole Redemption Baskets received. Any remainder of the redemption distribution is delivered on the next Business Day to the extent of remaining whole Redemption Baskets received if the Fund receives the fee applicable to the extension of the Redemption Distribution Date which the Sponsor may, from time to time, determine and the remaining Redemption Baskets are credited to the Fund’s DTC account by 3:00 PM New York time on such next Business Day. Any further remaining amount of the Redemption Order shall be cancelled and the Authorized Purchaser will indemnify the Trust for any losses, if any, due to such cancellation, including but not limited to the difference in the price of investments sold as a result of the Redemption Order and investments made to reflect that such Redemption Order has been cancelled. (e) The Sponsor may, in its discretion, suspend the right of redemption or postpone the Redemption Settlement Date for a Fund (i) for any period during which the Exchange or the Fund’s Futures Exchange is closed for other than weekends customary weekend or holidaysholiday closings, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange or the Fund’s Futures Exchange is restricted suspended or restricted; (ii) for any period during any which an emergency exists as a result of which makes it impracticable delivery of Redemption Distributions is not reasonably practicable; or (iii) for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of as the Commission Sponsor determines to be necessary for the protection of investors, such obligations may Unitholders. Neither the Sponsor nor its designees will be suspended liable to any person or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case way for any loss or cases damages that may result from any such suspension or postponement. (f) Redemption Baskets effectively redeemed pursuant to the provisions of this Section 8.1 shall be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of cancelled by the Trust or any the applicable Portfolio or Class thereof for which Fund in accordance with the Shares are being redeemedDepository’s procedures, and no longer be deemed outstanding for purposes of this Trust Agreement and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Delaware Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kindStatute.

Appears in 1 contract

Samples: Declaration of Trust and Trust Agreement (ETF Managers Group Commodity Trust I)

Redemptions. The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (Invesco Exchange Fund)

Redemptions. The Trust shall purchase such Shares as are offered Upon offer by any Shareholder for redemption, upon of all or part of the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated Shares held by the Trust that the Trust purchase such Shares or Shareholder for redemption hereunder, in accordance with such other procedures methods, upon such terms and subject to such conditions as from time to time may be determined by or under the authority of the Trustees, the Trust shall redeem the Shares so offered by distributing to the Shareholder the Net Asset Value Per Share thereof determined as of a time to redeem the Shares of any Shareholder for their Net Asset Value Per Share if the Shareholder owns Shares of a Series of Class having an aggregate net asset value of less than such minimum amount as may from time to time be prescribed by or under the authority of the Trustees or if ownership of such Shares by the Shareholder could create adverse tax consequences for the Trust or any Series or Class thereof. With respect to all Shares or any Series or Class of Shares, the right to redemption or the date for payment may, however, be delayed or suspended by the Trustees if there is an extraordinary closing or restriction of trading on the New York Stock Exchange as determined under rules and regulations of the Commission, or an emergency exists as a result of which it is not reasonably practicable for the Trust to dispose of securities or fairly to determine the value of its net assets, or as the Commission may permit. The completion of such distribution on redemption of Shares shall constitute a full discharge of the Trust and Trustees with respect to such Shares, and the Trustees may require that any certificate or certificates issued by the Trust to evidence the ownership of the Shares shall be surrendered to the Trustees for cancellation or notation. Shares so redeemed shall be cancelled or held by the Trust for reissue, as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kinddetermine.

Appears in 1 contract

Samples: Trust Agreement (Keystone High Income Bond Fund B-4)

Redemptions. The Trust shall purchase such Shares as are offered A Unitholder (including the Managing Owner except to the extent that its power to redeem is limited by any Shareholder for redemption, upon the presentation other provision of a proper instrument this Declaration and Agreement of transfer together with a request directed Trust) to the Trust extent that it owns Units or a Person designated by any assignee of Units of whom the Trust that Managing Owner has received written notice as described above, may redeem all or part of its Units, effective as of the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof close of business (as determined by the Trustees Managing Owner) on the last day of any month, provided, that (i) all liabilities, contingent or otherwise, of the Trust, except any liability to Unitholders on account of their Capital Contributions, have been paid or there remains property of the Trust sufficient to pay them, (ii) the Unitholder redeems at least $1,000 of Units, (iii) in the case of partial redemption, such Unitholder’s investment in the Trust after the partial redemption will be at least $1,000, and (iv) the Managing Owner shall have timely received a request for redemption (as provided below). If Units are redeemed by such Person or Persons a Unitholder at a time when there are accrued incentive fee(s) due to whom such determination has been delegatedthe Trust’s Advisor(s), in accordance with any applicable provisions the amount of this Agreement such accrual attributable to the Units being redeemed will be deducted from the redemption proceeds payable to the redeeming Unitholder and applicable law, less any fees imposed paid to the Trust’s Advisor(s). Units redeemed on or before the end of the eleventh full calendar month after such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made Units are issued by the Trust are subject to early redemption charges of 1.5% of the Net Asset Value at which they are redeemed. Such charges will be deducted from redemption proceeds due to the Shareholder within seven Unitholder making the redemption and will be paid to the Managing Owner. Units are issued, for purposes of determining whether an early redemption charge is due, as of the date as of which the subscription price of such Units is invested in the Trust, not when subscriptions are submitted by Unitholders or accepted by the Managing Owner or subscription funds are accepted into escrow. No redemption charges shall be applicable to Unitholders who redeem because the Trust’s expenses have been increased. In the event that a Unitholder acquires Units as of the end of more than one month, such Units will be treated on a “first-in, first-out” basis for purposes of identifying which of such Units are being redeemed so as to determine whether early redemption charges apply. Requests for redemption as of any month-end must be received by the Managing Owner on or before the fifth business day prior to the month-end of redemption (7including the last business day of the month), or such later date as shall be acceptable to the Managing Owner. If as of the close of business (as determined by the Managing Owner) on any day, the Net Asset Value of a Unit has decreased to less than 50% of the Net Asset Value per Unit as of the previous highest month-end Net Asset Value per Unit or to $50 or less, after adding back all distributions, the Managing Owner shall cause the Trust to liquidate all open positions as expeditiously as possible and suspend trading. Within ten business days after the suspension of trading, the Managing Owner shall declare a Special Redemption Date. Such Special Redemption Date shall be a business day within 30 business days from the suspension of trading by the Trust, and the Managing Owner shall mail notice of such date to each Unitholder and assignee of Units of whom it has received written notice as described above, by first-class mail, postage prepaid, not later than ten business days prior to such Special Redemption Date, together with instructions as to the procedure such Unitholder or assignee must follow to have its Units redeemed on such Date (only entire, not partial, interests in the Trust may be redeemed on a Special Redemption Date, unless otherwise determined by the Managing Owner). Upon redemption pursuant to a Special Redemption Date, a Unitholder or any other assignee of whom the Managing Owner has received written notice as described above, shall receive from the Trust an amount equal to the Net Asset Value of its Units, determined as of the close of business (as determined by the Managing Owner) on such Special Redemption Date. No redemption charges shall be assessed on any such Special Redemption Date. As in the case of a regular redemption, an assignee shall not be entitled to redemption until the Managing Owner has received written notice as described above of the assignment, transfer or disposition under which the request assignee claims an interest in the Units to be redeemed. If, after a Special Redemption Date, the Net Assets of the Trust are at least $1,000,000 and the Net Asset Value per Unit is made in proper formexcess of $25, the Trust may, in the discretion of the Managing Owner, resume trading. The obligation set forth Managing Owner may at any time and in this Section 7.3 its discretion declare a Special Redemption Date, should the Managing Owner determine that it is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order best interests of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose do so. If the Managing Owner declares a Special Redemption Date, the Managing Owner shall not be required to again call a Special Redemption Date (whether or not a Special Redemption Date would otherwise be required to be called as described above); and the Managing Owner in its notice of a Special Redemption Date may, at its discretion, establish the conditions, if any, under which other Special Redemption Dates must be called, which conditions may be determined in the sole discretion of the investments Managing Owner, irrespective of the Trust or any applicable Portfolio or to determine fairly the value provisions of the net assets held with respect preceding paragraph. The Managing Owner may also, in its discretion, declare additional regular redemption dates for Units, permit certain Unitholders to redeem at other than at month-end and waive the notice period otherwise required to effect redemptions. Redemption payments will be made within ten business days after the month-end of redemption, except that under special circumstances, including, but not limited to, inability to liquidate commodity positions as of a redemption date or default or delay in payments due the Trust from Commodity Brokers, banks or other Persons, the Trust may in turn delay payment to Unitholders or assignees requesting redemption of their Units of the proportionate part of the Net Asset Value of such Units equal to the Trust or such Portfolio or during any other period permitted by order proportionate part of the Commission Trust’s aggregate Net Asset Value represented by the sums which are the subject of such default or delay. The Managing Owner may require a Unitholder to redeem all or a portion of such Unitholder’s Units if the Managing Owner considers doing so to be desirable for the protection of investorsthe Trust, such obligations may be suspended and will use best efforts to do so to the extent necessary to prevent the Trust from being deemed to hold “plan assets” under the provisions of ERISA or postponed by the Trustees. In the case of a suspension Code, with respect to any “employee benefit plan” subject to ERISA or with respect to any “plan” or “account” subject to Section 4975 of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kindCode.

Appears in 1 contract

Samples: Declaration and Agreement of Trust (Rjo Global Trust)

Redemptions. The Trust Agent shall purchase receive and shall stamp with the date of receipt all written requests for the redemption of shares of Fund and shall record on a proper document all telephonic requests for redemption of shares of the Fund and shall process such Shares redemption requests as are offered by any Shareholder follows: 4.01 Upon receipt of a request for redemption, upon Agent will determine if any of the presentation shares to be redeemed have been purchased within the previous thirty (30) calendar days. If it is determined that any portion of the shares to be redeemed have been purchased within the previous thirty (30) calendar days, Agent will promptly obtain the necessary information relative to the check(s) used to purchase such shares and will contact the paying bank requesting positive confirmation that the check(s) in question has been paid. 4.02 If such redemption request complies with the standards for redemption as approved by the Fund and if it is determined that none of the shares to be redeemed have been purchased within the previous thirty (30) calendar days or if Agent has not received information that the check(s) in question were returned to Agent as unpaid by the close of Agent's business on the date of receipt of the redemption request, Agent shall notify Fund of the total number of shares presented and covered by such requests received by Agent on said date. on or prior to the seventh calendar day succeeding any such request for redemption, Agent shall, from cash available in the bank account maintained by the Fund, pay the applicable redemption price per share times the number of shares to be redeemed to the investor all as set forth in the Bylaws and the then current prospectus of the Fund. 4.03 If by the end of the seventh calendar day after receipt of a proper instrument redemption request Agent has been unable to determine the status of transfer any check(s) in question, Agent will calculate the amount due to the shareholder for shares which were purchased and credited to the shareholder's account over thirty (30) calendar days prior to receipt of the redemption request and will send a check representing the proceeds of the redemption of these shares to the shareholder, together with a request directed to letter of explanation. Funds representing redemption of shares purchased within the Trust or a Person designated by prior thirty (30) calendar days will be held until the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, paying bank can confirm payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during check(s) used for purchase of such shares. 4.04 If any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less does not comply with any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the standards for redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case Fund, Agent shall promptly notify the Trust be liable for any delay shareholder of any corporation or other Person in transferring securities selected for delivery as all or part such fact(s) together with the reason(s) therefor, and shall effect such redemption at the price applicable to the date and time of any payment in kindreceipt of documents complying with such standards.

Appears in 1 contract

Samples: Transfer Agent and Dividend Disbursing Agent Service Agreement (Tax Free Fund of Vermont Inc)

Redemptions. The Any Shareholder shall be entitled to require the Trust to redeem and the Trust shall purchase be obligated to redeem at the option of such Shareholder all or any part of the Shares as are offered owned by any Shareholder for redemptionsaid Shareholder, at the redemption price, pursuant to the method, upon the presentation of a terms and subject to the conditions hereinafter set forth: (a) Certificates for Shares, if issued, shall be presented for redemption in proper instrument of form for transfer together with a request directed to the Trust or a Person designated by the agent of the Trust appointed for such purpose, and these shall be presented with a written request that the Trust purchase such redeem all or any part of the Shares or in accordance with such other procedures for represented thereby. (b) The redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares price per Share shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share when next determined after by the termination Trust at such time or times as the Trustees shall designate, following the time of presentation of certificates for Shares, if issued, and an appropriate request for redemption, or such suspension, less other time as the Trustees may designate in accordance with any fees imposed on such redemption. Subject to applicable federal law including provision of the 1940 Act, or any rule or regulation made or adopted by any securities association registered under the Securities Exchange Act of 1934, as amended, as determined by the Trustees, less any applicable charge or fee imposed from time to time as determined by the Trustees. (c) Payment of the redemption price by the Trust may be made either in any case cash or cases be paid wholly in securities or other assets at the time owned by the Trust or partly in kind if cash and partly in securities or other assets at the Trustees determine in their sole discretion that time owned by the Trust. The value of any part of such payment is advisable to be made in the interest of the remaining Shareholders securities or other assets of the Trust or any applicable Portfolio or Class thereof for which shall be the Shares are being redeemedvalue employed in determining the redemption price. Subject to the foregoing, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined by or under procedures approved authority of the Trustees. Payment of the redemption price shall be made on or before the seventh day following the effective date of a redemption, except that delivery of any securities included in any such payment shall be made as promptly as any necessary transfers on the books of the issuers whose securities are to be delivered may be made and except as postponement of the date of payment may be permissible under the 1940 Act. (d) The right of any holder of Shares redeemed by the Trustees Trust as provided in their sole discretion. In no case this Article VI to receive dividends or distributions thereon and all other rights of such Shareholder with respect to such Shares shall terminate at the time as of which the redemption price of such Shares is determined, except the right of such Shareholder to receive (1) the redemption price of such Shares from the Trust be liable in accordance with the provisions hereof, and (2) any dividend or distribution to which such Shareholder previously had become entitled as the record holder of such Shares on the record date for any delay of any corporation such dividend or other Person in transferring securities selected for delivery as all or part of any payment in kinddistribution.

Appears in 1 contract

Samples: Agreement and Declaration of Trust (Sparx Funds Trust)

Redemptions. The Trust (a) Subject to Section 5.03, each Member shall have the right to redeem some or all of its Units as of the time immediately prior to the opening of business on each January 1 or July 1 occurring on or after the first anniversary of the purchase of such Shares as are offered Units by any Shareholder for redemptionthe Member (each, a "Redemption Date"), upon prior written notice received by the presentation Managing Member at least 61 calendar days prior to the Redemption Date. No partial redemption shall be permitted if thereafter the aggregate NAV of the remaining Units held by the redeeming Member would be less than $500,000, unless such limitation is waived by the Managing Member in its sole discretion. Units of a proper instrument particular series will be redeemed at a per Unit price (the "Redemption Price") based upon the NAV of transfer together with a request directed such series as of the close of business on the day immediately preceding the applicable Redemption Date (taking into account the allocation of any Net Capital Appreciation or Net Capital Depreciation under Section 4.05, and any distributions under Section 5.04 for the Accounting Period then ending), after reduction for any Management Fee, Administration Fee and Incentive Allocation and other liabilities of the Company to the Trust extent accrued or otherwise attributable to the Units being redeemed (calculated as if the Redemption Date were the last day of the fiscal year), and the amount of any such reduction for the Management Fee and the Administration Fee shall be paid to the Managing Member, and the amount of any such reduction for any Incentive Allocation shall be allocated to the Capital Account of the Managing Member. If a Person designated redeeming Member owns Units of more than one series, unless otherwise specified by such Member in writing, Units shall be redeemed on a "first in-first out" basis for purposes of determining the Trust Redemption Price. The Company will endeavor to pay the redemption proceeds, within 45 days following the applicable Redemption Date, without interest. The Managing Member may permit redemptions at other times and in other amounts, subject to any conditions that it may impose in its sole discretion. (b) The Managing Member shall have the Trust purchase such Shares right, in its sole discretion, as of any date that it determines (including during a fiscal year) and for any reason (including, without limitation, pursuant to Article VI, for regulatory or tax reasons, or for any other reason), to redeem any or all of a Member's Units. Any redemptions made pursuant to this Section 5.02(b) shall be paid out in accordance with such other procedures for Section 5.02(a). (c) Subject to the redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Agreement Agreement, the Managing Member, and applicable lawany Affiliate of the Managing Member, less shall have the right to redeem any fees imposed on and all of its interest or withdraw all or a portion of the assets in its Capital Account without notice to the Non-Managing Members. (d) If at any time after a redemption of Units (including in connection with any withdrawal of a Member from the Company pursuant to Article VI) the Managing Member determines, in its sole discretion, that the amount paid to such redemption. Unless extraordinary circumstances existMember or former Member pursuant to such redemption was materially incorrect (including because the NAV at which the Member or former Member purchased such Units was incorrect), the Company will pay to such Member or former Member any additional amount that it determines such Member or former Member would have been entitled to receive had the redemption been effected at the correct NAV, or, in its sole discretion, seek payment for said Shares from such Member or former Member of (and such Member or former Member shall be made by required to pay) the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 7.3 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Portfolio or to determine fairly the value of the net assets held with respect to the Trust or such Portfolio or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption. Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Portfolio or Class thereof for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined under procedures approved by the Trustees in their sole discretion. In no case shall the Trust be liable for any delay amount of any corporation excess payment that the Managing Member determines such Member or other Person former Member received, in transferring securities selected for delivery as all or part of any payment in kindeach case without interest.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners Ii LLC)

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