Repurchase and Redemption. This Article 4 will apply to the Notes in lieu of Article 3 of the Base Indenture, which will be deemed to be replaced with this Article 4, mutatis mutandis.
Repurchase and Redemption. Upon timely receipt of notice from the Company that it intends to repurchase or exercise its right of redemption in respect of any of the Deposited Securities, and satisfactory documentation, and only if the Depositary shall have determined that such proposed repurchase or redemption is practicable, the Depositary shall (to the extent practicable) provide to each relevant Holder a notice setting forth the Company’s intention to exercise the repurchase or redemption rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which repurchase or redemption rights are being exercised against payment of the applicable repurchase or redemption price. Upon receipt of confirmation from the Custodian that the repurchase or redemption has taken place and that funds representing the repurchase or redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred by, the Depositary, and (b) taxes), retire ADSs and cancel ADRs, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 of the Deposit Agreement. If less than all outstanding Deposited Securities are repurchased or redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The repurchase or redemption price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the repurchase or redemption of the Deposited Securities represented by ADSs (subject to the terms of Section 4.8 of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS repurchased or redeemed. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed repurchase or redemption provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.7 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perf...
Repurchase and Redemption. Section 4.01.
Repurchase and Redemption. Class E Units shall be subject to vesting, forfeiture, repurchase, redemption or other restrictions all as shall be provided under and in accordance with the applicable Related Agreement governing the grant of such Class E Units to a Holder.
Repurchase and Redemption. OF COMMON SHARES 16 Section 7.1 Repurchase of Shares 16 Section 7.2 Price 17 Section 7.3 Repurchase by Agreement 17 Section 7.4 Involuntary Repurchase; Disclosure of Ownership 17 Article VIII DETERMINATION OF NET ASSET VALUE; DISTRIBUTIONS 17 Section 8.1 By Whom Determined 17 Article IX DURATION; DISSOLUTION AND TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC. 18 Section 9.1 Duration and Termination 18 Section 9.2 Amendment Procedure 19 Section 9.3 Merger and Consolidation 19 Section 9.4 Conversion to Other Business Entities 19 Section 9.5 Incorporation 20 Article X MISCELLANEOUS 20 Section 10.1 Registered Agent; Registered Office 20 Section 10.2 Governing Law 20 Section 10.3 Counterparts 20 Section 10.4 Reliance by Third Parties 20 Section 10.5 Provisions in Conflict with Law or Regulations 20 Section 10.6 Derivative Actions 21 Section 10.7 General Direct Actions 21 10.7.1 General 21 10.7.2 Required Conditions 22 Section 10.8 Inspection of Records and Reports 22 Section 10.9 Exclusive Delaware Jurisdiction 22 Section 10.10 Waiver of Jury Trial 23 Section 10.11 Conversion 23 Section 10.12 Section Headings; Interpretation 23 SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF APOLLO S3 PRIVATE MARKETS FUND SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made on March 14, 2024 by and among the individuals executing this Declaration (as defined below) as Trustees and the holders from time to time of the shares of beneficial interest issued hereunder.
Repurchase and Redemption. Subject to the provisions of this Agreement, the Manager may cause the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire Units or other Equity Securities of the Company or any of its Subsidiaries from one or more holders thereof at any time.
Repurchase and Redemption. Obligations Section 3.2(b).....................................Options, Warrants and Similar Rights Section 3.7........................................Litigation Section 3.12.......................................No Undisclosed Liabilities; Absence of Changes Section 3.14.......................................Affiliates Section 3.15.......................................Intellectual Property Section 3.16.......................................Defaults Section 7.8(f).....................................Employees With Knowledge TABLE OF DEFINED TERMS
Repurchase and Redemption. 31 Section 3.01 Purchase at Option of Holders upon a Fundamental Change 31 Section 3.02 Fundamental Change Company Notice 32 Section 3.03 Repurchase Procedures 33 Section 3.04 Effect of Fundamental Change Purchase Notice 34 Section 3.05 Withdrawal of Fundamental Change Purchase Notice 34 Section 3.06 Deposit of Fundamental Change Purchase Price 34 Section 3.07 Notes Purchased or Redeemed in Whole or in Part 35 Section 3.08 Covenant To Comply with Applicable Laws upon Purchase of Notes 35 Section 3.09 Repayment to the Company 35 Section 3.10 Right of the Company to Redeem the Notes. 35 ARTICLE 4. CONVERSION 40 Section 4.01 Right To Convert 40 Section 4.02 Conversion Procedures 43 Section 4.03 Settlement Upon Conversion 45 Section 4.04 Adjustment of Conversion Rate 48 Section 4.05 Discretionary and Voluntary Adjustments 57
Repurchase and Redemption. 30 Section 4.01
Repurchase and Redemption. At the Repurchase Closing, SPAC agrees to repurchase, and the Shareholder agrees to sell, transfer and deliver to SPAC, the Repurchase Shares subject to the terms and conditions set forth herein (the “Repurchase”). The repurchase price (the “Repurchase Price”) for the Repurchase Shares shall be $11,000,000.00 in cash, or $10.00 (ten dollars) per Repurchase Share. Concurrently with the consummation of the Repurchase, SPAC shall redeem 1,100,000 shares of SPAC Class C Common Stock (the “Redemption Shares”) held by the Shareholder, in each case at a redemption price equal to the par value thereof (the “Redemption Price”) (i.e., $0.0001 per share, or an aggregate redemption price of $110 for all such shares of SPAC Class C Common Stock being redeemed pursuant to this Agreement).
