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.
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, 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.""
The Redemption. (a) The FNF Board will have the authority (i) to (A) effect the Redemption, subject to the conditions set forth in Section 2.2, or (B) terminate the Redemption at any time prior to the Effective Time, (ii) to establish or change the record date for the meeting of stockholders (the “Stockholder Meeting”) at which the holders of record of FNFV Common Stock will be asked to vote on the Redemption in accordance with Article IV, Section A.2.(a)(iii)(B) of the FNF Charter, (iii) to establish or change the date of the Stockholder Meeting, (iv) to establish or change the date (the “Redemption Date”) and time (the “Effective Time”) at which the Redemption will be effective 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 and the FNF Charter.
The Redemption. (a) The LIC Board will have the authority (i) to (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 or change the record date for the meeting of stockholders (the “Stockholder Meeting”) at which the holders of record of Liberty Ventures Common Stock will be asked to vote on the Redemption in accordance with Section A.2.(f)(i) of the LIC Charter, (iii) to establish or change the date of the Stockholder Meeting, (iv) to establish or change the date (the “Redemption Date”) and time (the “Effective Time”) at which the Redemption will be effective, 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 and the LIC Charter;
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.
The Redemption. (a) The Liberty Board shall have the authority and right, subject to compliance with the Merger Agreement, to (i)(x) effect the Redemption, subject to the conditions set forth in Section 2.2 and Section 2.3, or (y) terminate the Redemption at any time prior to the time at which the Redemption will be effective (the “Effective Time”) (solely, in the case of this clause (y), if the Merger Agreement has been terminated in accordance with its terms), (ii) to establish 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 LSXMA and LSXMB will be asked to vote on the Redemption in accordance with Article IV, Section A.2(e)(i) of the Liberty Charter, and (iii) to establish or change the date and time of the Stockholder Meeting, subject to, in all cases, any applicable provisions of the DGCL, any other applicable Law and the Liberty Charter.
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. (a) The LMC Board will have the authority (i) to (x) effect the Redemption, subject to the conditions set forth in Section 3.2, or (y) terminate the Redemption at any time prior to the Effective Time (solely in the case of this clause (y), if the Merger Agreement has been terminated in accordance with its terms), (ii) to establish or change the record date (the "Record Date") for the meeting of stockholders (the "Stockholder Meeting") at which the holders of record of Liberty Entertainment Stock will be asked to vote on the Redemption in accordance with Section A.2.(f)(i) of the Restated Certificate of Incorporation of LMC (the "LMC Charter"), (iii) to establish or change the date of the Stockholder Meeting, (iv) to establish or change the date (the "Redemption Date") and time (the "Effective Time") at which the Redemption will be effective, and (v) prior to the Effective Time, subject to the terms of the Merger Agreement, to establish or change the procedures for effecting the Redemption, subject to, in all cases, any applicable provisions of the DGCL and the LMC Charter.
