Redemption, Conversion and Exchange of Stock Sample Clauses

Redemption, Conversion and Exchange of Stock. Whenever the Company shall elect or be required to redeem for cash or convert or exchange shares of Stock into or for shares of Common Stock or other securities in accordance with the Articles Supplementary, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary not less than 30 business days' prior notice of the proposed date of the mailing of a notice of redemption, conversion or exchange of Stock and the simultaneous redemption, conversion or exchange of the Depositary Shares representing the Stock to be redeemed, converted or exchanged and of the number of such shares of Stock held by the Depositary to be redeemed, converted or exchanged, as well as, in the case of redemption, the applicable redemption price, as set forth in the Articles Supplementary, including the amount, if any, of accrued and unpaid dividends (including, without limitation, accumulated dividends, if any, for prior dividend periods) to the date of such redemption. The Depositary shall, as directed by the Company in writing, mail, first class postage prepaid, notice of the redemption, conversion or exchange of Stock and the proposed simultaneous redemption, conversion or exchange of Depositary Shares representing the Stock to be redeemed, converted or exchanged, not less than 30 and not more than 60 days prior to the date fixed for redemption, conversion or exchange of such Stock and Depositary Shares, to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, converted or exchanged, at the addresses of such holders as the same appear on the records of the Depositary; provided, that if the effectiveness of a merger, consolidation or other transaction makes it impracticable to provide at least 30 days' notice, the Depositary shall provide such notice as soon as practicable prior to such effectiveness. Any such notice shall also be published in the same manner as notices of redemption, conversion or exchange of the Stock are required to be published pursuant to the Articles Supplementary. On the date of any such redemption, conversion or exchange, the Depositary shall surrender the certificate or certificates held by the Depositary evidencing the number of shares of Stock to be redeemed, converted or exchanged in the manner specified in the notice of redemption, conversion or exchange of Stock provided by the Company pursuant to the Articles Supplementary. The Depositary shall, thereafter, redee...
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Related to Redemption, Conversion and Exchange of Stock

  • Conversion and Exchange of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Parent, the Company or any stockholder of the Company:

  • REDEMPTIONS AND EXCHANGES A. Countrywide shall process, in accordance with the Trust's then current prospectus and statement of additional information, each order for the redemption of shares accepted by Countrywide. Upon its approval of such redemption transactions, Countrywide, if requested by the Trust, shall mail to the shareholder and/or dealer of record a confirmation showing trade date, number of full and fractional shares redeemed, the price per share and the total redemption proceeds. For each such redemption, Countrywide shall either: (a) prepare checks in the appropriate amounts for approval and verification by the Trust and signature by an authorized officer of Countrywide and mail the checks to the appropriate person, or (b) in the event redemption proceeds are to be wired through the Federal Reserve Wire System or by bank wire, cause such proceeds to be wired in federal funds to the bank account designated by the shareholder, or (c) effectuate such other redemption procedures which are authorized by the Trust's Board of Trustees or its then current prospectus and statement of additional information. The requirements as to instruments of transfer and other documentation, the applicable redemption price and the time of payment shall be as provided in the then current prospectus and statement of additional information, subject to such supplemental instructions as may be furnished by the Trust and accepted by Countrywide. If Countrywide or the Trust determines that a request for redemption does not comply with the requirements for redemptions, Countrywide shall promptly notify the shareholder indicating the reason therefor.

  • Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege If any of the following shall occur, namely: (a) any reclassification or change of shares of Common Stock issuable upon conversion of the Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 4.6); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification, change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 4. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice thereof to all Holders.

  • Conversion and Exercise Procedures The form of Notice of Exercise included in the Warrants and the form of Notice of Conversion included in the Debentures set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants or convert the Debentures. No additional legal opinion or other information or instructions shall be required of the Purchasers to exercise their Warrants or convert their Debentures. The Company shall honor exercises of the Warrants and conversions of the Debentures and shall deliver Underlying Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

  • Conversion of Securities Exchange of Certificates 16 Section 3.1 Conversion of Securities 16 Section 3.2 Exchange of Certificates 17 Section 3.3 Dissenters’ Rights 20 Section 3.4 Stock Transfer Books 20 Section 3.5 Company Equity and Long-Term Incentive Awards 21 Article 4 Representations and Warranties of the Company 23 Section 4.1 Organization and Qualification; Subsidiaries 23 Section 4.2 Certificate of Incorporation and By-laws; Corporate Books 24 Section 4.3 Capitalization; Subsidiaries 24 Section 4.4 Authority 25 Section 4.5 No Conflict; Required Filings and Consents 26 Section 4.6 Compliance with Laws 27 Section 4.7 SEC Filings; Financial Statements 28 Section 4.8 Proxy Statement and SEC Filings 29 Section 4.9 Absence of Certain Changes or Events 29 Section 4.10 Benefit Plans; Employees and Employment Practices 29 Section 4.11 Contracts; Debt Instruments 33 Section 4.12 Litigation 37 Section 4.13 Environmental Matters 38 Section 4.14 Intellectual Property 39 Section 4.15 Taxes 40 Section 4.16 Insurance 41 Section 4.17 Real Estate 43 Section 4.18 Board Approval 48 Section 4.19 Brokers 49 Section 4.20 Indebtedness 49 Section 4.21 Identifying Health Care Businesses; Licenses and Permits; Compliance with Applicable Law; Health Care Regulation 49

  • Conversion of Shares Exchange of Certificates Section 2.1 Effect on Capital Stock. 3 Section 2.2 Exchange of Certificates. 4 Section 2.3 Treatment of Company Options, Company RSU Awards and Company Restricted Shares. 6 ARTICLE III

  • Issuance, Redemption and Repurchase of Shares The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, and otherwise deal in Shares and, subject to the provisions set forth in Articles II and VII hereof, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust, or any assets belonging to the particular Portfolio or any assets allocable to the particular Class, with respect to which such Shares are issued.

  • ISSUANCE, REDEMPTION AND TRANSFER OF SHARES A. UMBFS agrees to accept purchase orders and redemption requests with respect to the Shares of each Fund via postal mail, telephone or personal delivery on each Fund Business Day in accordance with such Fund's Prospectus; provided, however, that UMBFS shall only accept purchase orders from states in which the Shares are qualified for sale, as indicated from time to time by the Trust. UMBFS shall, as of the time at which the net asset value of each Fund is computed on each Fund Business Day, issue to and redeem from the accounts specified in a purchase order or redemption request in proper form and accepted by the Fund the appropriate number of full and fractional Shares based on the net asset value per Share of the respective Fund specified in an advice received on such Fund Business Day from or on behalf of the Fund. UMBFS shall not be responsible for the payment of any original issue or other taxes required to be paid by the Trust in connection with the issuance of any Shares in accordance with this Agreement. UMBFS shall not be required to issue any Shares after it has received from an Authorized Person or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and UMBFS shall be entitled to rely upon such written notification. Payment for Shares shall be in the form of a check, wire transfer, Automated Clearing House transfer or such other methods to which the parties shall mutually agree.

  • Transfers of Notes Subject to Redemption, Repurchase or Conversion Notwithstanding anything to the contrary in this Indenture or the Notes, the Company, the Trustee and the Registrar will not be required to register the transfer of or exchange any Note that (i) has been surrendered for conversion, except to the extent that any portion of such Note is not subject to conversion; (ii) is subject to a Fundamental Change Repurchase Notice validly delivered, and not withdrawn, pursuant to Section 4.02(F), except to the extent that any portion of such Note is not subject to such notice or the Company fails to pay the applicable Fundamental Change Repurchase Price when due; or (iii) has been selected for Redemption pursuant to a Redemption Notice, except to the extent that any portion of such Note is not subject to Redemption or the Company fails to pay the applicable Redemption Price when due.

  • Voting and Redemption of Shares The Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval to the Company’s stockholders and shall not seek redemption with respect to such Shares. Additionally, the Subscriber agrees not to redeem any Shares in connection with a redemption or tender offer presented to the Company’s stockholders in connection with an initial business combination negotiated by the Company.

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