The Redemption. (a) The Liberty Board shall have the authority and right to (i)(x) effect the Redemption, subject to the conditions set forth in Section 2.2, or (y) terminate the Redemption at any time prior to the Effective Time, (ii) to establish and/or change the date and time of the record date for the meeting of stockholders of Liberty Media (the “Stockholder Meeting”) at which, among other things, the holders of record of shares of BATRA and BATRB will be asked to vote on the Redemption in accordance with Article IV, Section A.2(f)(i) of the Liberty Charter, (iii) to establish or change the date and time of the Stockholder Meeting, (iv) to establish or change the date (the “Redemption Date”) and time at which the Redemption will be effective (the “Effective Time”), and (v) prior to the Effective Time to establish or change the procedures for effecting the Redemption, subject to, in all cases, any applicable provisions of the DGCL, any other applicable law and the Liberty Charter.
(b) Prior to the Effective Time and with respect to clause (ii)(y) below, prior to the Formula One Distribution Record Date, and in all respects in accordance with the Restructuring Plan, (i) SplitCo shall cause the SplitCo Charter to be filed with the Secretary of State of the State of Nevada, whereupon the issued and then outstanding shares of SplitCo common stock (all of which shall be owned at such time by Liberty Media) shall automatically be reclassified into: (x) a number of shares of New BATRA equal to the number of shares of BATRA outstanding; (y) a number of shares of New BATRB equal to the number of shares of BATRB outstanding; and (z) a number of shares of New BATRK equal to the number of shares of BATRK outstanding plus the Number of Shares Issuable to the SiriusXM Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter) plus the Number of Shares Issuable to the Formula One Group with Respect to the Braves Group Inter-Group Interest (as defined in the Liberty Charter), in each case as of 4:01 pm New York City time on the Redemption Date, and (ii) Liberty Media will settle (x) any remaining intergroup interest in the Braves Group attributed to the Liberty SiriusXM Group through the reattribution to the Liberty SiriusXM Group of the LSXM Group Attributed SplitCo Shares, (y) any remaining intergroup interest in the Formula One Group attributed to the Liberty SiriusXM Group through the reattribution of the LSXM Group Attributed Cash to the Lib...
The Redemption. Pursuant to Section 3.01 of the Note, ACG shall redeem the Note at a redemption price equal to the principal amount to be redeemed, together with accrued and unpaid interest on the principal amount thereof (THE "REDEMPTION PRICE"). ACG will pay the Redemption Price to the Note Holder in an equivalent amount of ACG common stock valued at $5.50 per share, with any resulting fractional shares to be paid in cash.
The Redemption. By this instrument, immediately following the Exchange, subject to the terms and conditions set forth herein, without any further action by Coinvest or Seller, Seller shall transfer its Coinvest Interests to Coinvest, free and clear of all liens, encumbrances, claims or security interests, in exchange for the Company Interests attributable to Seller’s Coinvest Interests, and Coinvest shall redeem the Coinvest Interests from Seller for cancellation.
The Redemption. Immediately following the Purchase Transactions and the Distribution and in accordance with the terms of the Charter Amendment, the Company shall irrevocably call for redemption and redeem all outstanding shares of Class B Common Stock for $46.00 per share in cash in accordance with their terms (the "Redemption Consideration"). The date and time of such Redemption is hereinafter referred to as the "Redemption Time."
The Redemption. At Closing, 34 shares (the "REDEMPTION SHARES") of the Existing Shares held by Allied Parent will be redeemed by the Company for a purchase price of $433,710 per share (an aggregate redemption price of $14,746,140), subject to adjustment and escrow holdbacks as provided herein (the "REDEMPTION").
The Redemption. Upon the effectiveness of the Redemption Charter Amendment and immediately prior to the Effective Time of the Merger, as provided in the Redemption Charter Amendment, each Redemption Share shall be redeemed at a redemption price equal to the Per Share Cash Consideration. Such Per Share Cash Consideration shall be paid in accordance with the procedures for payment thereof to holders of Certificates as set forth in Section 3.5.
The Redemption. (a) Subject to Section 3.3, on or prior to the Redemption Date, for the benefit of and distribution to the holders of DG Common Stock that is issued and outstanding immediately prior to the Effective Time, DG will deliver stock certificates, endorsed by DG in blank, to Computershare Limited (the “Agent”), representing all of the outstanding and issued shares of SpinCo Common Stock then owned by DG or any member of the DG Group. DG shall instruct the Agent to electronically deliver, after the Effective Time and upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share for cancellation by the Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the appropriate number of such shares of SpinCo Common Stock to each such holder (or designated transferee or transferees of such holder), all in accordance with Section 3.2(c) of the Merger Agreement.
(b) Subject to Sections 3.1(a), 3.3 and 3.4, each holder of DG Common Stock on the Redemption Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Redemption one (1) share of SpinCo Common Stock in partial redemption of each share of DG Common Stock held on such date.
(c) SpinCo and DG, as the case may be, will provide to the Agent any and all information required to complete the Redemption.
The Redemption. Immediately following the Purchase Transactions and the Distribution and in accordance with the terms of the Charter Amendment, the Company shall irrevocably call for redemption and, as of the time of such call for redemption, redeem all outstanding shares of Class B Common Stock for $46.00 per share in cash in accordance with their terms (the "REDEMPTION CONSIDERATION"). The date and time of such Redemption is hereinafter referred to as the "REDEMPTION TIME.""
(i) Section 4.8 of the Agreement is hereby amended by DELETING the word "the" which precedes the reference to "Change of Control Offer" in the third sentence thereof and replacing it with the word "any".
(j) Section 5.14 of the Agreement is hereby amended by DELETING the text of such Section in its entirety and replacing it with the following language:
The Redemption. The Redemption 8 Section 3.2 Actions in Connection with the Redemption 8 Section 3.3 Conditions to Redemption 9 Section 3.4 Fractional Shares 10
The Redemption. (a) At the Closing, Motorola shall cause the Surviving Corporation to effect the Redemption, pursuant to which the Surviving Corporation shall redeem from Motorola 200,000 shares of Surviving Corporation Stock (after which Motorola shall hold 10,000 shares of Surviving Corporation Stock) in exchange for:
(i) the SCI LLC Junior Notes in the principal amount of $91.0 million:
(ii) Surviving Corporation Preferred Stock having an original liquidation preference of $59.0 million; and
(iii) the Redemption Cash Consideration (directly or indirectly through payment and/or purchase of the Company Notes).
(b) For the purposes of this Agreement, (i) "REDEMPTION CASH PAYMENT" shall mean the Redemption Cash Consideration MINUS the Company Notes Amount, and (ii) "REDEMPTION CASH CONSIDERATION" shall mean $1,125,000,000 PLUS the Capital Expenditure Surplus, if any, minus the sum of (A) the Working Capital Amount, (B) the Remaining Xxxx Xxxx Expenditure Amount and (C) the Capital Expenditure Deficit, if any.
