Special Optional Redemption. (a) Upon the occurrence of a Change of Control, the Corporation will have the option upon written notice mailed by the Corporation, postage pre-paid, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the holders of record of shares of the Series A Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation, to redeem shares of the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, for cash at $25,000 per share plus accrued and unpaid dividends, if any, to, but not including, the redemption date (“Special Optional Redemption Right”). No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. If, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of redemption with respect to all of the Series A Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of shares of Series A Preferred Stock will not have the conversion right described below in Section 9. Notwithstanding anything herein to the contrary, if the Series A Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through DTC or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility. (b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accrue on the redemption date; (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; (viii) that the shares of Series A Preferred Stock are being redeemed pursuant to the Special Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and (ix) that holders of the shares of Series A Preferred Stock to which the notice relates will not be able to tender such shares of Series A Preferred Stock for conversion in connection with the Change of Control and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Change of Control Conversion Date. If fewer than all of the shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed pursuant to the Special Optional Redemption Right, the shares of Series A Preferred Stock to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional shares) or by lot. (c) If the Corporation has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside sufficient funds for the redemption in trust for the benefit of the holders of the Series A Preferred Stock called for redemption, then from and after the redemption date, those shares of Series A Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series A Preferred Stock will terminate. The holders of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not including, the redemption date, without interest. So long as full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Stock at such price or prices as the Corporation may determine, subject to the provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board. (d) The holders of Series A Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend payable with respect to the Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the Series A Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due. Except as provided herein, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of redemption pursuant to the Special Optional Redemption Right has been given. (e) All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 7, or otherwise acquired in any other manner by the Corporation, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series or class and may thereafter be reissued as shares of any series of preferred stock.
Appears in 3 contracts
Samples: Deposit Agreement (Wesco International Inc), Merger Agreement (Wesco International Inc), Merger Agreement (Wesco International Inc)
Special Optional Redemption. (ai) Upon Subject to Section 5(c), upon the occurrence of a “Change of Control” as defined in the Articles Supplementary, the Corporation will have General Partner or the option upon written notice mailed by the Corporationacquiring or surviving entity, postage pre-paidas applicable, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the holders of record of shares of at its option, may redeem the Series A Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation, to redeem shares of the Series A Preferred StockUnits, in whole or in part part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price equal to $25,000 25.00 per share unit, plus an amount equal to any accrued and unpaid dividends, if any, dividends (whether or not declared) to, but not including, the redemption date (“Special Optional Redemption Right”). No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. If, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of redemption with respect to all of the Series A Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of shares of Series A Preferred Stock will not have the conversion right described below in Section 9. Notwithstanding anything herein to the contrary, if the Series A Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through DTC or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility.
(b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accrue on the redemption date; (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; (viii) that the shares of Series A Preferred Stock are being redeemed pursuant to the Special Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and (ix) that holders of the shares of Series A Preferred Stock to which the notice relates will not be able to tender such shares of Series A Preferred Stock for conversion in connection with the Change of Control and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Change of Control Conversion Date. If fewer than all of the shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed pursuant to the Special Optional Redemption Right, the shares of Series A Preferred Stock to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional shares) or by lot.
(c) If the Corporation has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside sufficient funds for the redemption in trust for the benefit of the holders of the Series A Preferred Stock called for redemption, then from and after the redemption date, those shares of Series A Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series A Preferred Stock will terminate. The holders of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not including, the redemption date, without interest. So long as Unless full cumulative dividends on the all Series A Preferred Stock for all past Dividend Periods Units shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for paymentpayment for all past dividend periods, nothing herein shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the (i) no Series A Preferred Stock at such price or prices as the Corporation may determine, subject to the provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board.
(d) The holders of Series A Preferred Stock at the close of business on a Dividend Record Date will Units shall be entitled to receive the dividend payable with respect to the Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the Series A Preferred Stock redeemed pursuant to the Special Optional Redemption Right between such Dividend unless all outstanding Series A Preferred Units are simultaneously redeemed, and (ii) the General Partner shall not purchase or otherwise acquire directly or indirectly for any consideration, nor shall any monies be paid to or be made available for a sinking fund for the redemption of, any Series A Preferred Units (except by conversion into or exchange for Junior Units or options, warrants or rights to purchase or subscribe for Junior Units).
(iii) In connection with any redemption of Series A Preferred Units pursuant to the Special Optional Redemption Right, if a redemption date falls after a Partnership Record Date and prior to the corresponding Dividend Payment Date, then the General Partner, as holder of the Series A Preferred Units, at the close of business on such Partnership Record Date shall be entitled to the dividend payable on such units on the corresponding Payment Date or (including any accrued and unpaid dividends for prior dividend periods) notwithstanding the Corporation’s default in the payment redemption of the dividend duesuch units before such Payment Date. Except as provided hereinabove, the Corporation shall General Partner will make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock Units for which a notice of redemption has been given.
(iv) Any Series A Preferred Units that shall at any time have been redeemed pursuant to the Special Optional Redemption Right has been given.
(e) All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 7, or otherwise acquired in any other manner by the Corporationshall, shall be retired and shall be restored to after such redemption or acquisition, have the status of authorized but unissued shares of Preferred StockUnits, without designation as to class or series until such units are once more classified and designated as part of a particular class or class and may thereafter be reissued as shares of any series of preferred stockby the General Partner.
Appears in 3 contracts
Samples: Limited Partnership Agreement (InPoint Commercial Real Estate Income, Inc.), Limited Partnership Agreement (InPoint Commercial Real Estate Income, Inc.), Limited Partnership Agreement (InPoint Commercial Real Estate Income, Inc.)
Special Optional Redemption. The Bonds of this Series shall also be redeemable, as a whole but not in part, at the Make-Whole Redemption Price in the event that (ai) Upon all the occurrence outstanding common stock of a Change the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of Controlthe bonds of all series, the Corporation will have Redemption Date in any such event to be not more than one hundred twenty (120) days after the option upon written notice mailed date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the CorporationCompany available for the purpose, postage preare sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. In the event of any redemption as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Date, the Company will deposit with the Trustee a sum of money equal to the Make-paid, no fewer Whole Redemption Price. Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given not less than 30 nor more than 60 90 days prior to the redemption date and addressed Redemption Date to the holders of record the Bonds of shares of the this Series A Preferred Stock to be redeemed at their respective addresses (which, as they appear on long as the stock transfer records Bonds of the Corporation, to redeem shares of the this Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, for cash at $25,000 per share plus accrued and unpaid dividends, if any, to, but not including, the redemption date (“Special Optional Redemption Right”). No failure to give such notice or any defect thereto or are held in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. If, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of redemption with respect to all of the Series A Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of shares of Series A Preferred Stock will not have the conversion right described below in Section 9. Notwithstanding anything herein to the contrary, if the Series A Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through DTC only system, will be DTC, its nominee or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility.
(b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, such notice shall state: (i) a successor depositary). If the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificatesnotice is given and funds deposited as required, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be redeemed then interest will cease to accrue on the redemption date; (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; (viii) that the shares of Series A Preferred Stock are being redeemed pursuant to the Special Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and (ix) that holders of the shares of Series A Preferred Stock to which the notice relates will not be able to tender such shares of Series A Preferred Stock for conversion in connection with the Change of Control and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Change of Control Conversion Date. If fewer than all of the shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed pursuant to the Special Optional Redemption Right, the shares of Series A Preferred Stock to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional shares) or by lot.
(c) If the Corporation has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside sufficient funds for the redemption in trust for the benefit of the holders of the Series A Preferred Stock called for redemption, then from and after the redemption date, those shares of Series A Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and Redemption Date on all other rights or such portions of the holders Bonds of those shares this Series so called for redemption. In the event of Series A Preferred Stock any such redemption, the Company will terminatenotify the Trustee of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The holders Company will provide the Trustee a reasonably detailed computation of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends toMake-Whole Redemption Price with such notice (or, but if not includingthen known, the redemption datemanner of calculation, without interest. So long as full cumulative dividends on with the Series A Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for actual computation provided by the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Stock at such price or prices as the Corporation may determine, subject Company to the provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the BoardTrustee promptly following its computation).
(d) The holders of Series A Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend payable with respect to the Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the Series A Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due. Except as provided herein, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of redemption pursuant to the Special Optional Redemption Right has been given.
(e) All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 7, or otherwise acquired in any other manner by the Corporation, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series or class and may thereafter be reissued as shares of any series of preferred stock.
Appears in 3 contracts
Samples: Supplemental Indenture (Duke Energy Florida, Llc.), Supplemental Indenture (Duke Energy Florida, Llc.), Supplemental Indenture (Duke Energy Florida, Llc.)
Special Optional Redemption. The Bonds of this Series shall also be redeemable, as a whole but not in part, at 125% of the principal amount of the Bonds of this Series (athe “Special Redemption Price”) Upon in the occurrence event that (i) all the outstanding common stock of a Change the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of Controlthe bonds of all series, the Corporation will have redemption date in any such event to be not more than one hundred twenty (120) days after the option upon written notice mailed date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the CorporationCompany available for the purpose, postage pre-paidare sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. In the event of any redemption as described under “Special Optional Redemption,” the Company has agreed that before any such redemption date, no fewer the Company will deposit with the Trustee a sum of money equal to Special Redemption Price. Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given not less than 30 nor more than 60 90 days prior to the redemption date and addressed to the holders of record the Bonds of shares of the this Series A Preferred Stock to be redeemed at their respective addresses (which, as they appear on long as the stock transfer records Bonds of the Corporation, to redeem shares of the this Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, for cash at $25,000 per share plus accrued and unpaid dividends, if any, to, but not including, the redemption date (“Special Optional Redemption Right”). No failure to give such notice or any defect thereto or are held in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. If, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of redemption with respect to all of the Series A Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of shares of Series A Preferred Stock will not have the conversion right described below in Section 9. Notwithstanding anything herein to the contrary, if the Series A Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through DTC only system, will be DTC, its nominee or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility.
(b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, such notice shall state: (i) a successor depositary). If the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificatesnotice is given and funds deposited as required, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be redeemed then interest will cease to accrue on the redemption date; (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; (viii) that the shares of Series A Preferred Stock are being redeemed pursuant to the Special Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and (ix) that holders of the shares of Series A Preferred Stock to which the notice relates will not be able to tender such shares of Series A Preferred Stock for conversion in connection with the Change of Control and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Change of Control Conversion Date. If fewer than all of the shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed pursuant to the Special Optional Redemption Right, the shares of Series A Preferred Stock to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional shares) or by lot.
(c) If the Corporation has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside sufficient funds for the redemption in trust for the benefit of the holders of the Series A Preferred Stock called for redemption, then from and after the redemption date, those shares of Series A Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and date on all other rights or such portions of the holders Bonds of those shares this Series so called for redemption. In the event of Series A Preferred Stock any such redemption, the Company will terminatenotify the Trustee of its election at least 45 days prior to the redemption date (or a shorter period acceptable to the Trustee). The holders Company will provide the Trustee a reasonably detailed computation of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends toSpecial Redemption Price with such notice (or, but if not includingthen known, the redemption datemanner of calculation, without interest. So long as full cumulative dividends on with the Series A Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for actual computation provided by the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Stock at such price or prices as the Corporation may determine, subject Company to the provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the BoardTrustee promptly following its computation).
(d) The holders of Series A Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend payable with respect to the Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the Series A Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due. Except as provided herein, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of redemption pursuant to the Special Optional Redemption Right has been given.
(e) All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 7, or otherwise acquired in any other manner by the Corporation, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series or class and may thereafter be reissued as shares of any series of preferred stock.
Appears in 2 contracts
Samples: Supplemental Indenture (Duke Energy Florida, Llc.), Supplemental Indenture (Duke Energy Florida, Llc.)
Special Optional Redemption. (a) Upon the occurrence of a Change of ControlControl (as defined in the Preliminary Prospectus Supplement), the Corporation Issuer will have the option upon written notice mailed by the Corporation, postage pre-paid, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the holders of record of shares of redeem the Series A Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation, to redeem shares of the Series A C Preferred Stock, in whole or in part part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price of $25,000 25.00 per share share, plus all accrued and unpaid dividends, if any, dividends to, but not including, the date of redemption. If the Issuer exercises its redemption date (rights as described under “Special Optional Redemption Right”). No failure to give such notice or any defect thereto or in Conversion Rights” below, the mailing thereof shall affect the validity of the proceedings for the redemption of any shares holders of Series A C Preferred Stock except as to will not have the conversion rights described below. Conversion Rights: Upon the occurrence of a Change of Control, each holder to whom notice was defective or not given. Ifof Series C Preferred Stock will have the right (unless, prior to the Change of Control Conversion DateDate (as defined in the Preliminary Prospectus Supplement), the Corporation Issuer has provided or provides notice of redemption with respect its election to redeem the Series C Preferred Stock) to convert some or all of the Series A C Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of shares of Series A Preferred Stock will not have the conversion right described below in Section 9. Notwithstanding anything herein to the contrary, if the Series A Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through DTC or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted held by such facility.
(b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accrue on the redemption date; (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; (viii) that the shares of Series A Preferred Stock are being redeemed pursuant to the Special Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and (ix) that holders of the shares of Series A Preferred Stock to which the notice relates will not be able to tender such shares of Series A Preferred Stock for conversion in connection with the Change of Control and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related redemption date instead of converted holder on the Change of Control Conversion Date. If fewer than all of the shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the Date into a number of shares of Series A Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares Issuer’s common stock per share of Series A Preferred Stock are to be redeemed pursuant to the Special Optional Redemption Right, the shares of Series A C Preferred Stock to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional shares) or by lot.
(c) If the Corporation has given a notice of redemption pursuant converted equal to the Special Optional Redemption Right and has set aside sufficient funds for lesser of: • the redemption in trust for quotient obtained by dividing (i) the benefit sum of the holders $25.00 liquidation preference per share of the Series A C Preferred Stock called for redemption, then from and after plus the redemption date, those shares amount of Series A Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series A Preferred Stock will terminate. The holders of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not including, the redemption Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for the Series C Preferred Stock dividend payment and prior to the corresponding Series C Preferred Stock dividend payment date, without interest. So long in which case no additional amount for such accrued and unpaid dividends will be included in this sum) by (ii) the Common Stock Price (as full cumulative dividends on defined in the Series A Preferred Preliminary Prospectus Supplement); and • 9.8814 (the “Stock for all past Dividend Periods shall have been or contemporaneously are Cap”), subject to certain adjustments, and subject, in each case, to (i) declared the provisions for the receipt of Alternative Conversion Consideration (as defined in the Preliminary Prospectus Supplement) under specified circumstances described in the Preliminary Prospectus Supplement and paid in cash, or (ii) declared an aggregate cap on the total number of shares of common stock (or Alternative Conversion Consideration, as applicable) issuable upon exercise of the Change of Control Conversion Right (such cap, subject to adjustment as described in the Preliminary Prospectus Supplement is referred to in the Preliminary Prospectus Supplement as the “Exchange Cap”). If prior to the Change of Control Conversion Date, the Issuer has provided or provides a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C Preferred Stock will not have any right to convert the Series C Preferred Stock in connection with the Change of Control Conversion Right and a sum sufficient any shares of Series C Preferred Stock subsequently selected for redemption that have been tendered for conversion will be redeemed on the payment thereof related date of redemption instead of converted on the Change of Control Conversion Date. For definitions, additional terms and provisions and other important information relating to the foregoing, you should review the information appearing in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part Preliminary Prospectus Supplement under “Description of the Series A C Preferred Stock at such price or prices as the Corporation may determine, subject to the provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board— Conversion Rights.
(d) The holders of Series A Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend payable with respect to the Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the Series A Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due. Except as provided herein, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of redemption pursuant to the Special Optional Redemption Right has been given.
(e) All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 7, or otherwise acquired in any other manner by the Corporation, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series or class and may thereafter be reissued as shares of any series of preferred stock.”
Appears in 1 contract
Special Optional Redemption. The Bonds of this Series shall also be redeemable, as a whole but not in part, at the Make-Whole Redemption Price in the event that (ai) Upon all the occurrence outstanding common stock of a Change the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of Controlthe bonds of all series, the Corporation will have Redemption Date in any such event to be not more than one hundred twenty (120) days after the option upon written notice mailed date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the CorporationCompany available for the purpose, postage preare sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. In the event of any redemption as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Date, the Company will deposit with the Trustee a sum of money equal to the Make-paid, no fewer Whole Redemption Price. Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given by mail not less than 30 nor more than 60 90 days prior to the redemption date and addressed Redemption Date to the holders of record the Bonds of shares of the this Series A Preferred Stock to be redeemed at their respective addresses (which, as they appear on long as the stock transfer records Bonds of the Corporation, to redeem shares of the this Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, for cash at $25,000 per share plus accrued and unpaid dividends, if any, to, but not including, the redemption date (“Special Optional Redemption Right”). No failure to give such notice or any defect thereto or are held in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. If, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of redemption with respect to all of the Series A Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of shares of Series A Preferred Stock will not have the conversion right described below in Section 9. Notwithstanding anything herein to the contrary, if the Series A Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through DTC only system, will be DTC, its nominee or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility.
(b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, such notice shall state: (i) a successor depositary). If the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificatesnotice is given and funds deposited as required, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be redeemed then interest will cease to accrue on the redemption date; (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; (viii) that the shares of Series A Preferred Stock are being redeemed pursuant to the Special Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and (ix) that holders of the shares of Series A Preferred Stock to which the notice relates will not be able to tender such shares of Series A Preferred Stock for conversion in connection with the Change of Control and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Change of Control Conversion Date. If fewer than all of the shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed pursuant to the Special Optional Redemption Right, the shares of Series A Preferred Stock to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional shares) or by lot.
(c) If the Corporation has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside sufficient funds for the redemption in trust for the benefit of the holders of the Series A Preferred Stock called for redemption, then from and after the redemption date, those shares of Series A Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and Redemption Date on all other rights or such portions of the holders Bonds of those shares this Series so called for redemption. In the event of Series A Preferred Stock any such redemption, the Company will terminatenotify the Trustee of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The holders Company will provide the Trustee a reasonably detailed computation of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends toMake-Whole Redemption Price with such notice (or, but if not includingthen known, the redemption datemanner of calculation, without interest. So long as full cumulative dividends on with the Series A Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for actual computation provided by the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Stock at such price or prices as the Corporation may determine, subject Company to the provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the BoardTrustee promptly following its computation).
(d) The holders of Series A Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend payable with respect to the Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the Series A Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due. Except as provided herein, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of redemption pursuant to the Special Optional Redemption Right has been given.
(e) All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 7, or otherwise acquired in any other manner by the Corporation, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series or class and may thereafter be reissued as shares of any series of preferred stock.
Appears in 1 contract
Special Optional Redemption. (a) Upon Following the occurrence of a Change of ControlSpecial Optional Redemption Trigger Event, the Corporation will Partnership shall have the option to redeem all, but not less than all, of the Notes (the “Special Optional Redemption”), upon written notice mailed by as provided in this Section 1.05, at a Redemption Price (the Corporation, postage pre-paid, no fewer than 30 nor more than 60 days prior “Special Optional Redemption Price”) equal to the redemption date and addressed to the holders of record of shares 101% of the Series A Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation, to redeem shares of the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, for cash at $25,000 per share aggregate principal amount thereof plus accrued and unpaid dividends, if any, interest thereon to, but not includingexcluding, the redemption date (“Redemption Date. Notice of such Special Optional Redemption Right”). No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity must be given within 10 days of the proceedings for the redemption date of any shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. If, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of redemption with respect to all of the Series A Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption RightTrigger Event by first-class mail (if international mail, by air mail), the holders of shares of Series A Preferred Stock will postage prepaid, mailed not have the conversion right described below in Section 9. Notwithstanding anything herein to the contrary, if the Series A Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through DTC or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility.
(b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accrue on the redemption date; (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; (viii) that the shares of Series A Preferred Stock are being redeemed pursuant less than 15 days nor more than 30 days prior to the Special Optional Redemption Right date, to each Holder (at his or her address appearing in connection the Security Register), with a copy to the occurrence of a Change of Control Trustee, and a brief description of the transaction or transactions constituting such Change of Control; and notice shall state:
(ixa) that holders of the shares of Series A Preferred Stock to which the notice relates will not be able to tender such shares of Series A Preferred Stock for conversion in connection with the Change of Control and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Change of Control Conversion Date. If fewer than all of the shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed pursuant to the Special Optional Redemption Right, Trigger Event has occurred and that the shares Partnership has elected to exercise the Special Optional Redemption to redeem all of Series A Preferred Stock to be redeemed shall be selected pro rata the Notes on the Special Optional Redemption date stated therein;
(as nearly as practicable without creating fractional sharesb) or by lot.the Special Optional Redemption Price; and
(c) If the Corporation has given a notice other information required by Section 1104 of redemption pursuant the Original Indenture. Except to the Special Optional Redemption Right and has set aside sufficient funds for extent any provision of this Section 1.05 conflicts with the redemption in trust for the benefit provisions of Article XI of the holders of the Series A Preferred Stock called for redemptionOriginal Indenture, then from and after the any redemption date, those shares of Series A Preferred Stock will shall otherwise be treated as no longer being outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series A Preferred Stock will terminate. The holders of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not including, the redemption date, without interest. So long as full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Stock at such price or prices as the Corporation may determine, subject made pursuant to the provisions of applicable lawArticle XI of the Original Indenture. Notwithstanding any other provision herein or in the Original Indenture, including notice to Holders of Global Securities shall be delivered to the repurchase Depositary in accordance with the procedures of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board.
(d) Depositary. The holders of Series A Preferred Stock Partnership shall deliver written notice to the Trustee at least five Business Days prior to the close of business on a Dividend Record Date date notice will be entitled to receive the dividend payable with respect sent to the Series A Preferred Stock on Holders, unless the corresponding Dividend Payment Date notwithstanding the redemption of the Series A Preferred Stock pursuant Trustee shall agree to the Special Optional Redemption Right between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend duea shorter notice period. Except as provided As used herein, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of redemption pursuant to the Special Optional Redemption Right has been given.
(e) All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 7, or otherwise acquired in any other manner by the Corporation, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series or class and may thereafter be reissued as shares of any series of preferred stock.:
Appears in 1 contract
Special Optional Redemption. If the Parent IPO is not completed on or prior to October 2, 2018 (such period, the “Special Redemption Period”), the following provisions shall be applicable.
(a) Upon At any time during the occurrence of a Change of ControlSpecial Redemption Period, if the Parent IPO is not completed or Vrio Xxxxx 1 determines that the Parent IPO will not be consummated by the date set forth above, the Corporation will have Issuers may, at their option, redeem the option upon written notice mailed by Notes in whole at a special redemption price (the Corporation, postage pre-paid, no fewer than 30 nor more than 60 days prior “Special Redemption Price”) equal to the redemption date and addressed to the holders of record of shares 101.000% of the Series A Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records aggregate principal amount of the CorporationNotes, to redeem shares of the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, for cash at $25,000 per share plus accrued and unpaid dividends, if any, interest on the principal amount of the Notes to, but not including, the redemption date Special Redemption Date (the “Special Optional Redemption RightRedemption”). No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. If, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of redemption with respect to all of the Series A Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of shares of Series A Preferred Stock will not have the conversion right described below in Section 9. Notwithstanding anything herein to the contrary, if the Series A Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through DTC or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility.; and
(b) In addition If the Issuers so wish to any information required by law or by redeem the applicable rules Notes, the Issuers shall promptly (but in no event later than the termination of any exchange upon which the Series A Preferred Stock may be listed or admitted to tradingSpecial Redemption Period) notify the Trustee in writing of such event, and the Trustee will, no later than five Business Days following receipt of such notice shall state: from the Issuers, notify the Holders (i) such date of notification to the redemption date; (ii) Holders, the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificates“Redemption Notice Date”), if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accrue on the redemption date; (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; (viii) that the shares of Series A Preferred Stock are being redeemed pursuant to the Special Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and (ix) that holders of the shares of Series A Preferred Stock to which the notice relates will not be able to tender such shares of Series A Preferred Stock for conversion in connection with the Change of Control and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption Notes will be redeemed on the related redemption date instead selected by the Issuers in the notice, which shall be no less than 15 days and no more than 30 days following the Redemption Notice Date (such date, the “Special Redemption Date”), in each case, in accordance with the applicable provisions of converted on this Indenture. On the Change of Control Conversion Redemption Notice Date. If fewer than all , the Trustee will notify each Holder of the shares Notes in accordance with the applicable provisions of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. If fewer than this Indenture that all of the outstanding shares Notes will be redeemed at the Special Redemption Price on the Special Redemption Date automatically and without any further action by the Holders of Series A Preferred Stock are the Notes. The Issuers shall prepare the notice to be redeemed pursuant delivered to the Holders by the Trustee on the Redemption Notice Date. At or prior to 12:00 p.m. (New York City time) on the Business Day immediately preceding the Special Optional Redemption RightDate, the shares of Series A Preferred Stock Issuers shall irrevocably deposit with the Trustee funds sufficient to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional shares) or by lot.
(c) If the Corporation has given a notice of redemption pursuant to pay the Special Optional Redemption Right and has set aside sufficient funds Price for the redemption in trust for Notes. If such deposit is made as provided above, the benefit of the holders of the Series A Preferred Stock called for redemption, then from Notes will cease to bear interest on and after the redemption date, those shares of Series A Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and all other rights Special Redemption Date. Notwithstanding that the notice of the holders of those shares of Series A Preferred Stock will terminate. The holders of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not including, the redemption date, without interest. So long as full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Stock at such price or prices as the Corporation may determine, subject to the provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board.
(d) The holders of Series A Preferred Stock at the close of business on a Dividend Record Date will Special Redemption must be entitled to receive the dividend payable with respect to the Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the Series A Preferred Stock pursuant to given during the Special Optional Redemption Right between Period, such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due. Except as provided herein, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of redemption pursuant to may be consummated following the Special Optional Redemption Right has been givenPeriod.
(e) All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 7, or otherwise acquired in any other manner by the Corporation, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series or class and may thereafter be reissued as shares of any series of preferred stock.
Appears in 1 contract
Samples: Indenture (Vrio Corp.)
Special Optional Redemption. (a) Upon the occurrence of a Change of Control, the Corporation will have the option upon written notice mailed by the Corporation, postage pre-paid, no fewer than 30 nor more than 60 days At any time on or prior to the redemption earlier of (1) the date and addressed to that is 15 days following the holders of record of shares consummation of the Series A Preferred Stock UPC Ireland Acquisition (or if such date is not a Business Day, the following Business Day) or (2) the date that is six months from the Issue Date (or if such date is not a Business Day, the following Business Day) (the “Special Optional Redemption Election Date”), the Issuer may, at its option, elect to be redeemed at their respective addresses as they appear on the stock transfer records redeem all or a portion of the Corporation, Dollar Notes and/or Euro Notes (the “Special Optional Redemption”) at a redemption price (the “Special Optional Redemption Price”) equal to redeem shares 100% of the Series A Preferred Stockprincipal amount of the Dollar Notes and/or Euro Notes redeemed, in whole or in part within 120 days after the first date on which such Change of Control occurred, for cash at $25,000 per share plus accrued but unpaid interest and unpaid dividendsAdditional Amounts, if any, to, but not including, the redemption date (“Special Optional Redemption Right”). No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. If, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of redemption with respect to all of the Series A Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of shares of Series A Preferred Stock will not have the conversion right described below Date (as defined in Section 9. Notwithstanding anything herein 3.08(b)) (subject to the contrary, if right of Holders of record on the Series A Preferred Stock or any depositary shares representing interests in relevant record date to receive interest due on the Series A Preferred Stock are issued in book-entry form through DTC or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facilityrelevant Interest Payment Date).
(b) In addition Notice of the Special Optional Redemption will be mailed or delivered to any information required by law or the Trustee (with an Officer’s Certificate requesting the Trustee to deliver the same to each Holder) by the applicable rules of any exchange upon which the Series A Preferred Stock may be listed Issuer on or admitted to trading, such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accrue on the redemption date; (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; (viii) that the shares of Series A Preferred Stock are being redeemed pursuant prior to the Special Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and (ix) that holders of the shares of Series A Preferred Stock to which the notice relates will not be able to tender such shares of Series A Preferred Stock for conversion in connection with the Change of Control and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Election Date, for redemption and will provide that the Notes shall be redeemed on a date that is no later than the related redemption date instead tenth Business Day after such notice is mailed or delivered, which for the avoidance of converted on the Change of Control Conversion Date. If fewer than all of the shares of Series A Preferred Stock held by any holder are to doubt, may be redeemed, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed pursuant to following the Special Optional Redemption RightElection Date (the “Special Optional Redemption Date”). On the Special Optional Redemption Date, the shares Issuer shall pay to the Paying Agent for payment to each Holder the Special Optional Redemption Price for such Holder’s Notes. Any such Special Optional Redemption and notice may, in the Issuer’s discretion, be subject to satisfaction of Series A Preferred Stock to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional shares) one or by lotmore conditions precedent.
(c) If the Corporation has given a notice of redemption pursuant to the Special Optional Redemption Right Date is on or after an interest record date and has set aside sufficient funds for on or before the redemption in trust for related Interest Payment Date, the benefit of the holders of the Series A Preferred Stock called for redemption, then from and after the redemption date, those shares of Series A Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series A Preferred Stock will terminate. The holders of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends tointerest, but not includingif any, the redemption date, without interest. So long as full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and will be paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Stock at such price or prices as the Corporation may determine, subject to the provisions of applicable law, including Person in whose name the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board.
(d) The holders of Series A Preferred Stock Note is registered at the close of business on a Dividend Record Date such record date and no additional interest will be entitled payable to receive Holders whose Notes will be subject to redemption by the dividend payable with respect to the Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the Series A Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due. Except as provided herein, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of redemption pursuant to the Special Optional Redemption Right has been givenIssuer.
(ed) All shares of the Series A Preferred Stock redeemed or repurchased Other than as specifically provided in this Section 3.08, any redemption pursuant to this Section 7, or otherwise acquired in any other manner by the Corporation, 3.08 shall be retired and shall be restored made pursuant to the status provisions of authorized but unissued shares of Preferred Stock, without designation as to series or class and may thereafter be reissued as shares of any series of preferred stockSections 3.01 through 3.06.
Appears in 1 contract
Samples: Indenture (Liberty Global PLC)
Special Optional Redemption. (a) Upon the occurrence of a Change of Control, the Corporation will have the option upon written notice mailed by the Corporation, postage pre-paid, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the holders of record of shares of the Series A Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation, to redeem shares of the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, for cash at $25,000 per share plus accrued and unpaid dividends, if any, to, but not including, the redemption date (“Special Optional Redemption Right”). No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock except as to the holder to whom notice was defective or not given. If, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of redemption with respect to all of the Series A Preferred Stock (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of shares of Series A Preferred Stock will not have the conversion right described below in Section 9. Notwithstanding anything herein to the contrary, if the Series A Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through DTC or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility.
(b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, such notice shall state: (i) the redemption date; date; (ii) the redemption price; price; (iii) the number of shares of Series A Preferred Stock to be redeemed; redeemed; (iv) the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; price; (vi) that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accrue on the redemption date; date; (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; Stock; (viii) that the shares of Series A Preferred Stock are being redeemed pursuant to the Special Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; Control; and (ix) that holders of the shares of Series A Preferred Stock to which the notice relates will not be able to tender such shares of Series A Preferred Stock for conversion in connection with the Change of Control and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Change of Control Conversion Date. If fewer than all of the shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed pursuant to the Special Optional Redemption Right, the shares of Series A Preferred Stock to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional shares) or by lot.
(c) If the Corporation has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside sufficient funds for the redemption in trust for the benefit of the holders of the Series A Preferred Stock called for redemption, then from and after the redemption date, those shares of Series A Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series A Preferred Stock will terminate. The holders of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not including, the redemption date, without interest. So long as full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Stock at such price or prices as the Corporation may determine, subject to the provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board.
(d) The holders of Series A Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend payable with respect to the Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the Series A Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due. Except as provided herein, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of redemption pursuant to the Special Optional Redemption Right has been given.
(e) All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 7, or otherwise acquired in any other manner by the Corporation, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series or class and may thereafter be reissued as shares of any series of preferred stock.
Appears in 1 contract
Special Optional Redemption. (a) Upon the occurrence of a Change of ControlControl (as defined in the Preliminary Prospectus Supplement), the Corporation we will have the option upon written notice mailed by the Corporation, postage pre-paid, no fewer than 30 nor more than 60 days prior to the redemption date and addressed to the holders of record of shares of redeem the Series A Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation, to redeem shares of the Series A B Preferred Stock, in whole or in part part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price of $25,000 25.00 per share share, plus all accrued and unpaid dividends, if any, distributions to, but not including, the date of redemption. If we exercise our redemption rights as described under “Conversion Rights” below, the holders of Series B Preferred Stock will not have the conversion rights described below. Conversion Rights: Upon the occurrence of a Change of Control, each holder of Series B Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date (as defined in the Preliminary Prospectus Supplement), we have provided or provide notice of our election to redeem the Series B Preferred Stock) to convert some or all of the Series B Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of our common stock per share of Series B Preferred Stock to be converted equal to the lesser of: • the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per share of Series B Preferred Stock plus the amount of any accrued and unpaid distributions to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for the Series B Preferred Stock distribution payment and prior to the corresponding Series B Preferred Stock distribution payment date, in which case no additional amount for such accrued and unpaid distributions will be included in this sum) by (ii) the Common Stock Price (as defined in the Preliminary Prospectus Supplement); and • 10.2041 (the “Special Optional Redemption RightStock Cap”), subject to certain adjustments, and subject, in each case, to (i) the provisions for the receipt of Alternative Conversion Consideration (as defined in the Preliminary Prospectus Supplement) under specified circumstances described in the Preliminary Prospectus Supplement and (ii) an aggregate cap on the total number of shares of common stock (or Alternative Conversion Consideration, as applicable) issuable upon exercise of the Change of Control Conversion Right (such cap, subject to adjustment as described in the Preliminary Prospectus Supplement is referred to in the Preliminary Prospectus Supplement as the “Exchange Cap”). No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Assuming we sell 4,200,000 shares of Series A B Preferred Stock except in this offering, the adjusted Exchange Cap would be approximately 48,973,578 shares of common stock (or equivalent Alternative Conversion Consideration, as to the holder to whom notice was defective or not givenapplicable). If, If prior to the Change of Control Conversion Date, the Corporation has we have provided or provides notice of provide a redemption with respect to all of the Series A Preferred Stock (notice, whether pursuant to the Redemption Right our special optional redemption right in connection with a Change of Control or the Special Optional Redemption Right)our optional redemption right, the holders of shares of Series A B Preferred Stock will not have the conversion any right described below in Section 9. Notwithstanding anything herein to the contrary, if convert the Series A B Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through DTC or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility.
(b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accrue on the redemption date; (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; (viii) that the shares of Series A Preferred Stock are being redeemed pursuant to the Special Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and (ix) that holders of the shares of Series A Preferred Stock to which the notice relates will not be able to tender such shares of Series A Preferred Stock for conversion in connection with the Change of Control Conversion Right and each share any shares of Series A B Preferred Stock subsequently selected for redemption that have been tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related date of redemption date instead of converted on the Change of Control Conversion Date. If fewer than all of the shares of Series A Preferred Stock held by any holder are to be redeemedFor definitions, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed pursuant additional terms and provisions and other important information relating to the Special Optional Redemption Rightforegoing, you should review the shares of Series A Preferred Stock to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional shares) or by lot.
(c) If information appearing in the Corporation has given a notice of redemption pursuant to the Special Optional Redemption Right and has set aside sufficient funds for the redemption in trust for the benefit of the holders Preliminary Prospectus Supplement under “Description of the Series A B Preferred Stock called for redemption, then from and after the redemption date, those shares of Series A Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series A Preferred Stock will terminateStock— Conversion Rights. Listing/Trading Symbol: NYSE / “CDR PrB.” The holders of those shares of Series A Preferred Stock will retain their right to receive the redemption last reported sales price for their shares and any accrued and unpaid dividends to, but not including, the redemption date, without interest. So long as full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Stock at such price or prices as the Corporation may determine, subject to the provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board.
(d) The holders of Series A Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend payable with respect to the Series A B Preferred Stock on the corresponding Dividend Payment Date notwithstanding NYSE on September 11, 2012 was $25.20 per share. CUSIP/ISIN: 000000000 / US1506024074 Joint Book-Running Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Fargo Securities, LLC Joint Lead Managers: Xxxxxxx Xxxxx & Associates, Inc. RBC Capital Markets, LLC Xxxxxx, Xxxxxxxx & Company, Incorporated Co-Managers: Credit Suisse Securities (USA) LLC KeyBanc Capital Markets Inc. MLV & Co. LLC As used in this free writing prospectus, references to the redemption “Company,” “issuer,” “us,” “our” and “we” mean Cedar Realty Trust, Inc. excluding its subsidiaries, unless otherwise expressly stated or the context otherwise requires. The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the related preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and related preliminary prospectus supplement if you request it by calling by calling Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 or by email to xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx or by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000 or by email to xxxxxxxxxxxxxxx@xxxxxxxxxx.xxx. September , 2012 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Fargo Securities, LLC as Representatives of the Series A Preferred Stock pursuant several Underwriters c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: We have acted as counsel to Cedar Realty Trust, Inc., a Maryland corporation (the Special Optional Redemption Right between such Dividend Record Date “Company”) and Cedar Realty Trust Partnership, L.P., a Delaware limited partnership (the corresponding Dividend Payment Date or “Operating Partnership”), in connection with (i) the CorporationCompany’s default in Registration Statement on Form S-3 (No. 333-179956), including the payment Base Prospectus, dated May 2, 2012, filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the dividend due. Except as provided herein“Act”), and (ii) the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice issuance and sale by the Company of redemption pursuant to the Special Optional Redemption Right has been given.
(e) All an aggregate of shares of the 7.25% Series A Preferred Stock redeemed or repurchased pursuant to this Section 7, or otherwise acquired in any other manner by the Corporation, shall be retired and shall be restored to the status of authorized but unissued shares of B Cumulative Redeemable Preferred Stock, without designation par value $.01 per share (the “Shares”), pursuant to that certain Underwriting Agreement, dated as of September 11, 2012 (the “Underwriting Agreement”), by and among the Company, the Operating Partnership and you, as the Representatives of each of the several underwriters listed on Schedule A thereto (the “Underwriters”). We are rendering this opinion to series you pursuant to Section 5(b) of the Underwriting Agreement. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Underwriting Agreement. We have examined copies of each of (i) the Underwriting Agreement, (ii) the Registration Statement, including the Base Prospectus, and the exhibits thereto, (iii) the Base Prospectus as supplemented by the Company’s preliminary prospectus supplement relating to the Shares, subject to completion, dated September 11, 2012, and the Company’s final prospectus supplement relating to the Shares dated September 11, 2012 and (iv) the charter (including the Series B Articles Supplementary and the Initial Increase Articles Supplementary as filed with the SDAT) and by-laws of the Company, and the Agreement of Limited Partnership of the Operating Partnership, dated as of June 25, 1998, as amended (the “Operating Partnership Agreement”). We have also examined originals or class copies, certified or otherwise identified to our satisfaction, of such corporate records of the Company, and may thereafter be reissued such documents, records, agreements, instruments and certificates and other communications from officers and representatives of the Company and others, and have made such examinations of law, as shares we have deemed necessary to form the basis of the opinions hereinafter expressed. In such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof. As to various questions of fact material to the opinions expressed below, we have relied upon (i) the representations and warranties of the Company and the Operating Partnership contained in the Underwriting Agreement or made pursuant thereto or in connection with the closing thereunder and (ii) statements by, and certificates of, officers and representatives of the Company and others. Attorneys involved in the preparation of this opinion are admitted to practice law in the State of New York and we do not purport to express any series opinion herein concerning any law other than the laws of preferred stock.the State of New York, the Delaware Revised Uniform Limited Partnership Act and the federal laws of the United States of America. We have, however, made an independent investigation of the Maryland General Corporation Law (consisting of an examination of such statute of such state) to the extent involved in our opinions expressed below. For purposes of this letter, we have assumed that the Underwriting Agreement is a valid and binding obligation of you and is enforceable against you in accordance with its terms. When reference is made in this opinion to “our knowledge” or to what is “known to us,” it means, unless otherwise indicated, the actual knowledge attributable to our representation of the Company of only those partners and associates who have given substantive attention to the Underwriting Agreement, the Registration Statement, the Prospectus and the sale of the Shares. With respect to our opinion expressed in paragraphs 1, 3 and 4 below relating to the good standing and valid existence of each of the Company and its Subsidiaries, we have relied, with your permission, solely upon good standing certificates of public officials or upon confirmation via facsimile of good standing as an existing corporation or partnership from such public officials, copies of which are being delivered concurrently herewith. Based upon and subject to the foregoing, we are of the opinion that:
Appears in 1 contract
Special Optional Redemption. The Bonds (aexcept for Escrow Bonds, which shall not be subject to this redemption) Upon are subject to redemption at the occurrence option of the Borrower at any time at their principal amounts, without premium, plus accrued interest to the redemption date as a If less than all of the outstanding Bonds are to be called for redemption, the Bonds to be redeemed will be selected by the Trustee by lot or in any customary manner as determined by the Trustee. Except as otherwise provided in the cases of a Change redemption upon Determination of ControlTaxability or upon a condemnation of the Borrower's principal assets, in the Corporation event this bond is called for redemption, notice will have the option upon written notice mailed be given by the CorporationTrustee by first-class mail, postage pre-paidprepaid, no fewer than 30 nor not more than 60 nor less than 15 days (30 days if this bond is in the Term Rate Mode or Fixed Rate Mode) prior to the redemption date and addressed to the holders of record of shares of the Series A Preferred Stock to be redeemed Registered Owner at their respective addresses its address as they appear shown on the stock transfer records registration books. Failure to mail notice to the owner of the Corporation, to redeem shares of the Series A Preferred Stock, in whole or in part within 120 days after the first date on which such Change of Control occurred, for cash at $25,000 per share plus accrued and unpaid dividends, if any, to, but not including, the redemption date (“Special Optional Redemption Right”). No failure to give such notice any other bond or any defect thereto or in the mailing thereof notice to such an owner shall not affect the validity of the proceedings for the redemption of any shares this bond. If this bond is of Series A Preferred Stock except as to the holder to whom notice was defective or not given. If, prior to the Change of Control Conversion Date, the Corporation has provided or provides notice of redemption with respect to all a denomination in excess of the Series A Preferred Stock (whether pursuant to minimum Authorized Denomination, portions of the Redemption Right or principal amount in the Special Optional Redemption Right), the holders amount of shares any Authorized Denomination of Series A Preferred Stock will not have the conversion right described below in Section 9. Notwithstanding anything herein to the contrarythis bond may be redeemed; provided that, if the Series A Preferred Stock or any depositary shares representing interests in the Series A Preferred Stock are issued in book-entry form through DTC or any other similar facility, notice of redemption may be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility.
(b) In addition to any information required by law or by the applicable rules of any exchange upon which the Series A Preferred Stock may be listed or admitted to trading, such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment unredeemed portion of the redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of principal amount would be less than the redemption price; (vi) minimum Authorized Denomination, that dividends on the shares of Series A Preferred Stock to portion shall also be redeemed will cease to accrue on the redemption date; (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; (viii) that the shares of Series A Preferred Stock are being redeemed pursuant to the Special Optional Redemption Right in connection with the occurrence of a Change of Control and a brief description of the transaction or transactions constituting such Change of Control; and (ix) that holders of the shares of Series A Preferred Stock to which the notice relates will not be able to tender such shares of Series A Preferred Stock for conversion in connection with the Change of Control and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Change of Control Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Change of Control Conversion Dateredeemed. If fewer less than all of the shares of Series A Preferred Stock held by any holder are principal amount is to be redeemed, the notice mailed to such holder shall also specify the number upon surrender of shares of Series A Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed pursuant this bond to the Special Optional Redemption RightTrustee, there will be issued to the shares of Series A Preferred Stock to be redeemed shall be selected pro rata (as nearly as practicable Registered Owner at its option, without creating fractional shares) charge, a new bond or by lot.
(c) If bonds for the Corporation has given a notice unredeemed principal amount. Notice of redemption pursuant to having been duly given, this bond, or the Special Optional Redemption Right and has set aside sufficient funds for the redemption in trust for the benefit of the holders of the Series A Preferred Stock portion called for redemption, then will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Trustee, from and after the date fixed for redemption date, those shares of Series A Preferred Stock interest on this bond (or such portion) will be treated as no longer being outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series A Preferred Stock will terminate. The holders of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not including, the redemption date, without interest. So long as full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Stock at such price or prices as the Corporation may determine, subject to the provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Boardaccrue.
(d) The holders of Series A Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend payable with respect to the Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the Series A Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due. Except as provided herein, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of redemption pursuant to the Special Optional Redemption Right has been given.
(e) All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 7, or otherwise acquired in any other manner by the Corporation, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series or class and may thereafter be reissued as shares of any series of preferred stock.
Appears in 1 contract
Special Optional Redemption. During any period of time that both (ai) Upon the occurrence of Series A Preferred Stock (or the depositary shares) are no longer listed on Nasdaq, NYSE, or the NYSE AMER, or listed or quoted on an exchange or quotation system that is a Change of Control, the Corporation will have the option upon written notice mailed by the Corporation, postage pre-paid, no fewer than 30 nor more than 60 days prior successor to the redemption date Nasdaq, NYSE or the NYSE AMER, and addressed (ii) we are not subject to the holders reporting requirements of record of the Exchange Act, but any shares of the Series A Preferred Stock are still outstanding (which we refer to be redeemed collectively as a “Delisting Event”), we may, at their respective addresses as they appear on the stock transfer records of the Corporationour option, to redeem shares of the Series A Preferred Stock, in whole or in part and within 90 days after the date of the Delisting Event, by paying $25,000.00 per share (equivalent to $25.00 per depositary share), plus any accumulated and unpaid dividends to, but not including, the date of redemption. In addition, upon the occurrence of a Change of Control (defined below), we may, at our option, redeem the Series A Preferred Stock, in whole or in part and within 120 days after the first date on which such Change of Control occurred, for cash at by paying $25,000 25,000.00 per share (equivalent to $25.00 per depositary share), plus accrued any accumulated and unpaid dividends, if any, dividends to, but not including, the date of redemption (other than any dividend with a record date before the applicable redemption date and a payment date after the applicable redemption date, which will be paid on the payment date notwithstanding prior redemption of such shares). If, prior to the Delisting Event Conversion Date or Change of Control Conversion Date (“Special Optional Redemption Right”each as defined below), as applicable, we have provided or provide notice of redemption with respect to the Series A Preferred Stock (whether pursuant to our optional redemption right described above or our special optional redemption), the holders of depositary shares representing interests in the Series A Preferred Stock will not be permitted to exercise the conversion right described below under “ —Conversion Rights” in respect of their shares called for redemption. The depositary will deliver to you, if you are a record holder of the depositary shares representing interests in the Series A Preferred Stock, a notice of redemption, furnished by us, no fewer than 30 days nor more than 60 days before the redemption date. The depositary will send the notice to your address shown on the records of the depositary. No failure to give such notice or any defect thereto or in the mailing thereof notice shall affect the validity of the proceedings for the redemption of any shares of the Series A Preferred Stock represented by the depositary shares except as to the a holder to whom notice was defective or not given. If, prior to Each notice will state the Change of Control Conversion Date, following: ● the Corporation has provided or provides notice of redemption with respect to all of date; ● the Series A Preferred Stock (whether pursuant to redemption price; ● the Redemption Right or the Special Optional Redemption Right), the holders number of shares of Series A Preferred Stock will not have (and the conversion right described below in Section 9. Notwithstanding anything herein corresponding number of depositary shares) to be redeemed; ● the contrary, if place(s) where the Series A Preferred Stock or any depositary shares receipts representing interests in the Series A Preferred Stock are issued in book-entry form through DTC or any other similar facility, notice of redemption may to be given to the holders of Series A Preferred Stock at such time and in any manner permitted by such facility.
(b) In addition to any information required by law or by the applicable rules of any exchange upon which surrendered for payment; ● that the Series A Preferred Stock may be listed or admitted to trading, such notice shall state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the certificates, if any, representing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; (v) procedures for surrendering noncertificated shares of Series A Preferred Stock for payment of the redemption price; (vi) that dividends on the shares of Series A Preferred Stock to be redeemed will cease to accrue on the redemption date; (vii) that payment of the redemption price and any accrued and unpaid dividends will be made upon presentation and surrender of such Series A Preferred Stock; (viii) that the shares of Series A Preferred Stock are is being redeemed pursuant to the Special Optional Redemption Right our special optional redemption right in connection with the occurrence of a Delisting Event or Change of Control Control, as applicable, and a brief description of the transaction or transactions or circumstances constituting such Delisting Event or Change of Control; and (ix) Control, as applicable; ● that the holders of depositary shares representing interests in the shares of Series A Preferred Stock to which the notice relates will not be able to tender convert such shares of Series A Preferred Stock for conversion in connection with the Delisting Event or Change of Control Control, as applicable, and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable, for redemption will be redeemed on the related date of redemption date instead of converted on the Delisting Event Conversion Date or Change of Control Conversion Date. If fewer than all of , as applicable; and ● that dividends on the shares of Series A Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed pursuant to the Special Optional Redemption Right, the shares of Series A Preferred Stock to be redeemed shall be selected pro rata (as nearly as practicable without creating fractional shares) or by lot.
(c) If will cease to accumulate on the Corporation has given a notice of redemption pursuant date prior to the Special Optional Redemption Right and has set aside sufficient funds for the redemption in trust for the benefit of the holders of the Series A Preferred Stock called for redemption, then from and after the redemption date, those shares of Series A Preferred Stock will be treated as no longer being outstanding, no further dividends will accrue and all other rights of the holders of those shares of Series A Preferred Stock will terminate. The holders of those shares of Series A Preferred Stock will retain their right to receive the redemption price for their shares and any accrued and unpaid dividends to, but not including, the redemption date, without interest. So long as full cumulative dividends on the Series A Preferred Stock for all past Dividend Periods shall have been or contemporaneously are (i) declared and paid in cash, or (ii) declared and a sum sufficient for the payment thereof in cash is set apart for payment, nothing herein shall prevent or restrict the Corporation’s right or ability to purchase, from time to time, either at a public or a private sale, all or any part of the Series A Preferred Stock at such price or prices as the Corporation may determine, subject to the provisions of applicable law, including the repurchase of shares of Series A Preferred Stock in open-market transactions duly authorized by the Board.
(d) The holders of Series A Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend payable with respect to the Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the Series A Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due. Except as provided herein, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of redemption pursuant to the Special Optional Redemption Right has been given.
(e) All shares of the Series A Preferred Stock redeemed or repurchased pursuant to this Section 7, or otherwise acquired in any other manner by the Corporation, shall be retired and shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series or class and may thereafter be reissued as shares of any series of preferred stock.
Appears in 1 contract
Samples: Credit Agreement
