Common use of Other Redemptions Clause in Contracts

Other Redemptions. In the event that any Organic Change (as defined below) is to occur, any holder of Series A Cumulative Preferred Stock may require the Corporation to redeem, at the Redemption Price, all or any portion of the holder's shares of Series A Cumulative Preferred Stock immediately prior to the consummation of the Organic Change. The Corporation will give written notice of any impending Organic Change, stating the substance and intended date of consummation of it not more than thirty (30) nor less than fifteen (15) days prior to the date of consummation thereof, to each holder of Series A Cumulative Preferred Stock. Each such holder shall have fifteen (15) days (the "Notice Period") from the date of such notice to demand (by written notice mailed to the Corporation) redemption of all or any portion of the shares of Series A Cumulative Preferred Stock owned by such holder. If by the expiration of the Notice Period any holders have so elected to demand redemption, the Corporation will give prompt written notice of such election (stating the total number of shares so demanded to be redeemed) to each other holder of Series A Cumulative Preferred Stock within five (5) days after the expiration of the Notice Period. Each holder who has not demanded redemption will be afforded ten (10) days from the date of the notice to demand redemption of all or any portion of the holder's shares of Series A Cumulative Preferred Stock by mailing written notice of it to the Corporation. Immediately prior to the consummation of the Organic Change, the Corporation will redeem all shares of Series A Cumulative Preferred Stock as to which redemption rights under this subparagraph (c)(i) have been exercised. For purposes of this paragraph (v)(i), the term "Organic Change" means (A) any sale, lease, exchange or other transfer (other than the creation of security interests to secure financings, but including any foreclosures with respect to them) of all or substantially all of the property and assets of the Corporation (whether or not in the ordinary course of business) or (B) any merger or consolidation to which the Corporation is a party (other than a merger in which the Corporation will be the surviving corporation and, after giving effect to the merger, the holders of the Corporation's outstanding capital stock immediately preceding such merger will own shares possessing more than 50% of the voting power of the Corporation). If, at the time of any redemption arising from an Organic Change, the funds of the Corporation legally available for redemption of Series A Cumulative Preferred Stock are insufficient to redeem the number of shares required to be redeemed, those funds which are legally available will be used to redeem the maximum possible number of such shares, pro rata based upon the number of shares requested to be redeemed by the holders of it. At any time thereafter when additional funds of the Corporation become legally available for the redemption of Series A Cumulative Preferred Stock, the funds will immediately be used to redeem the balance of the shares of Series A Cumulative Preferred Stock which the Corporation has become obligated to redeem as a result of an Organic Change, but which it has not redeemed; or, if a person other than the Corporation is the surviving or resulting corporation in any Organic Change, the person will, at the consummation of the Organic Change, redeem the balance of the shares of Series A Cumulative Preferred Stock (and the Corporation will so provide in its agreements with the person relating to the Organic Change). Redemptions made as a result of an Organic Change will not relieve the Corporation of its obligation to redeem Series A Cumulative Preferred Stock otherwise as provided in this Certificate or the resolutions of the Board of Directors authorizing the Series A Cumulative Preferred Stock. Upon failure of the Corporation to comply with all the obligations to and agreements with the holders of Series A Cumulative Preferred Stock, the shares of stock represented by this Certificate shall, at the option of the holder, be immediately redeemable in full, payable in cash, and if the Corporation will fail on demand to so redeem the same in full plus an amount equal to the sum of all accumulated and unpaid dividends per share (including a prorated quarterly dividend from the last Dividend Payment Date to the applicable Redemption Date), then the holder shall be entitled to require the liquidation of the Corporation in the order provided by law.