Mandatory Redemption of Mirror Preferred Stock and Mirror Notes Sample Clauses

Mandatory Redemption of Mirror Preferred Stock and Mirror Notes. Upon written notice to each of UK Parent and TW UK of Transworld's intention to purchase and redeem the shares of Series A Preferred Stock pursuant to Sections 8.1 and 8.2 above (which notice Transworld will be required to serve as soon as reasonably practicable after notice of election is given to Transworld pursuant to Section 8.2), and subject to the limitations of Section 8.5, UK Parent shall, immediately prior to such purchase and redemption by Transworld, redeem and purchase the Mirror Preferred Stock (in accordance with the terms and provisions of the Charter Documents of UK Parent). Concurrently, and subject to the limitations of Section 8.5, TW UK shall, immediately prior to such purchase and redemption of the Mirror Preferred Stock by UK Parent, redeem the Mirror Notes and the Mirror PIK Notes. Transworld shall use the funds it receives from such redemption of the Mirror Preferred Stock to purchase and redeem the shares of Series A Preferred Stock tendered by the Purchasers and accepted for redemption by Transworld pursuant to Section 8.2 hereof. UK Parent shall use the funds it receives from such redemption of the Mirror Notes to purchase and redeem the Mirror Preferred Stock tendered by Transworld pursuant to this Section 8.3 and the Charter Documents of UK Parent.
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Related to Mandatory Redemption of Mirror Preferred Stock and Mirror Notes

  • Mandatory Redemption The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

  • Mandatory Redemption at Subscriber’s Election In the event the Company is prohibited from issuing Conversion Shares, or fails to timely deliver Shares on a Delivery Date, or upon the occurrence of any other Event of Default (as defined in this Note or in the Subscription Agreement) or for any reason other than pursuant to the limitations set forth in Section 2.3 hereof, then at the Subscriber's election, the Company must pay to the Subscriber ten (10) business days after request by the Subscriber, at the Subscriber's election, a sum of money in immediately available terms equal to the greater of (i) the product of the outstanding principal amount of the Note designated by the Subscriber multiplied by 120%, or (ii) the product of the number of Conversion Shares otherwise deliverable upon conversion of an amount of Note principal and/or interest designated by the Subscriber (with the date of giving of such designation being a “Deemed Conversion Date”) at the then Conversion Price that would be in effect on the Deemed Conversion Date multiplied by the average of the closing bid prices for the Common Stock for the five consecutive trading days preceding either: (1) the date the Company becomes obligated to pay the Mandatory Redemption Payment, or (2) the date on which the Mandatory Redemption Payment is made in full, whichever is greater, together with accrued but unpaid interest thereon and any liquidated damages then payable (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Subscriber on the same date as the Company Shares otherwise deliverable or within ten (10) business days after request, whichever is sooner (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, the corresponding Note principal and interest will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to Section 2.5(c) hereof, that have been paid or accrued for the twenty (20) day period prior to the actual receipt of the Mandatory Redemption Payment by the Subscriber shall be credited against the Mandatory Redemption Payment.

  • Preferred Stock Record Date Each person in whose name any certificate for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

  • No Mandatory Redemption The Company shall not be required to make mandatory redemption payments with respect to the Securities.

  • Payment of Notes Called for Redemption (a) If any Redemption Notice has been given in respect of the Notes in accordance with Section 16.02, the Notes shall become due and payable on the Redemption Date at the place or places stated in the Redemption Notice and at the applicable Redemption Price. On presentation and surrender of the Notes at the place or places stated in the Redemption Notice, the Notes shall be paid and redeemed by the Company at the applicable Redemption Price.

  • Special Mandatory Redemption If the Canopy Investment is not consummated on or prior to April 1, 2019 or prior to such date the Purchase Agreement is terminated without the completion of the Canopy Investment (either of the foregoing, a “Special Mandatory Redemption Event”), the Company will be required to redeem the Notes on the Special Mandatory Redemption Date at a price (the “Special Mandatory Redemption Price”) equal to 101% of the principal amount of the Notes, together with accrued and unpaid interest to, but excluding, the Special Mandatory Redemption Date. On the Business Day following the occurrence of a Special Mandatory Redemption Event, the Company (or the Trustee upon the prior written direction from the Company and at the sole cost and expense of the Company) shall deliver a notice of special mandatory redemption in accordance with the applicable procedures of DTC to each Holder of Notes stating that the entire principal amount outstanding of the Notes shall be redeemed at the Special Mandatory Redemption Price on the Special Mandatory Redemption Date specified therein automatically and without any further action by the Holders of the Notes. Prior to the opening of business on the Special Mandatory Redemption Date, the Company shall deposit with the Paying Agent, or the Trustee, cash in an aggregate amount equal to the Special Mandatory Redemption Price for the Notes, calculated as of the Special Mandatory Redemption Date. If funds sufficient to pay the Special Mandatory Redemption Price with respect to the Notes on the Special Mandatory Redemption Date are deposited with the Trustee or a Paying Agent prior to the opening of business on the Special Mandatory Redemption Date, then, on and after the Special Mandatory Redemption Date, the Notes will cease to bear interest. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to the Special Mandatory Redemption Date will be payable on such Interest Payment Dates to the registered Holders as of the close of business on the relevant record dates according to the terms and provisions of Section 2.3. Upon the consummation of the Canopy Investment, this Section 2.10 will cease to apply. The provisions of Sections 5.2, 5.3 and 5.6 of the Initial Indenture shall not be applicable to any special mandatory redemption of the Notes.

  • Optional Redemption of Notes Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

  • Payment of Debt Securities Called for Redemption If notice of redemption has been given as provided in Section 3.02, the Debt Securities or portions of Debt Securities of the series with respect to which such notice has been given shall become due and payable on the date and at the Place or Places of Payment stated in such notice at the applicable redemption price, together with any interest accrued to the date fixed for redemption, and on and after said date (unless the Issuers shall default in the payment of such Debt Securities at the applicable redemption price, together with any interest accrued to said date) any interest on the Debt Securities or portions of Debt Securities of any series so called for redemption shall cease to accrue, and any original issue discount in the case of Original Issue Discount Securities shall cease to accrue. On presentation and surrender of such Debt Securities at the Place or Places of Payment in said notice specified, the said Debt Securities or the specified portions thereof shall be paid and redeemed by the Issuers at the applicable redemption price, together with any interest accrued thereon to the date fixed for redemption. Any Debt Security that is to be redeemed only in part shall be surrendered at the Place of Payment with, if the Issuers, the Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuers, the Registrar and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing, and the Issuers shall execute, and the Trustee shall authenticate and deliver to the Holder of such Debt Security without service charge, a new Debt Security or Debt Securities of the same series, of like tenor and form, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Debt Security so surrendered; except that if a Global Security is so surrendered, the Issuers shall execute, and the Trustee shall authenticate and deliver to the Depositary for such Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed portion of the principal of the Global Security so surrendered. In the case of a Debt Security providing appropriate space for such notation, at the option of the Holder thereof, the Trustee, in lieu of delivering a new Debt Security or Debt Securities as aforesaid, may make a notation on such Debt Security of the payment of the redeemed portion thereof.

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

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