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, redeem, convert or exchange the number of Depositary Shares representing such redeemed, converted or exchanged Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, (i) in the case of redemption, funds sufficient in amount to pay the applicable redemption price to the holders of the Receipts evidencing the Depositary Shares to be redeemed; or (ii) in the case of conversion or exchange, a sufficient quantity of shares of Common Stock or other securities to convert or exchange such number of Depositary Shares, plus, in the case of redemption, conversion or exchange, any accrued and unpaid dividends payable with respect thereto to and including the date of any such redemption, conversion or exchange. In case fewer than all the outstanding Depositary Shares are to be redeemed, converted or exchanged, the Depositary Shares to be redeemed, converted or exchanged shall be selected by lot or on a pro rata basis or by any other equitable method as the Company may decide. Notice having been mailed and published as aforesaid, from and after the redemption, conversion or exchange date (unless the Company shall have failed to redeem, convert or exchange the shares of Stock to be redeemed, converted or exchanged by it upon the surrender of the certificate or certificates therefor by the Depositary as described above), the Depositary Shares called for redemption or subject to conversion or exchange shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock or other securities and cash, if any, payable upon redemption, conversion or exchange upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or exchanged for shares of Common Stock or other securities at a rate equal to ________________. The foregoing is subject further to the terms and conditions of the Articles Supplementary. If fewer than all of the Depositary Shares evidenced by this Receipt are called for redemption or subject to conversion or exchange, the Depositary will deliver to the holder of this Receipt upon its surrender to the Depositary, together with the amounts payable hereunder upon such surrender, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption or subject to conversion or exchange.
Appears in 3 contracts
Samples: Deposit Agreement (Mb Financial Inc /Md), Deposit Agreement (Great Southern Capital Trust IV), Deposit Agreement (First Pactrust Bancorp Inc)
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 the 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, redemption or conversion or exchange of the Stock are required to be published pursuant to the Articles Supplementary. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption, conversion or exchange. The Company shall provide the Depositary with such notice, and each such notice shall state: (a) the redemption, conversion or exchange date; (b) the number of Depositary Shares to be redeemed, converted or exchanged; (c) if fewer than all the Depositary Shares held by any holder are to be redeemed, converted or exchanged, the number of such Depositary Shares held by such holder to be so redeemed, converted or exchanged; (d) in the case of a call for redemption, the redemption price; (e) whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration if so permitted by the Articles Supplementary and the formula to be used to calculate the number of such shares; (f) the place or places where Receipts evidencing Depositary Shares to be redeemed, converted or exchanged are to be surrendered for redemption, conversion or exchange; (g) whether the Company is depositing with a bank or trust company on or before the redemption, conversion or exchange date, the cash, shares of Common Stock or other securities payable or issuable by the Company and the proposed date of such deposit; (h) the amount of accrued and unpaid dividends payable per share of Stock to be redeemed, converted or exchanged to and including such redemption, conversion or exchange date, as the case may be; and (i) that dividends in respect of the Stock represented by the Depositary Shares to be redeemed, converted or exchanged will cease to accrue on such redemption, conversion or exchange date (unless the Company shall default in delivering cash, shares of Common Stock or other securities, if any, at the time and place specified in such notice). 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, redeem, convert or exchange the number of Depositary Shares representing such redeemed, converted or exchanged Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, (i) in the case of redemption, funds sufficient in amount to pay the applicable redemption price to the holders of the Receipts evidencing the Depositary Shares to be redeemed; or (ii) in the case of conversion or exchange, a sufficient quantity of shares of Common Stock or other securities to convert or exchange such number of Depositary Shares, plus, in the case of redemption, conversion or exchange, any accrued and unpaid dividends payable with respect thereto to and including the date of any such redemption, conversion or exchange. In case fewer than all the outstanding Depositary Shares are to be redeemed, converted or exchanged, the Depositary Shares to be redeemed, converted or exchanged shall be selected by lot or on a pro rata basis or by any other equitable method as the Company may decide. Notice having been mailed and published by the Depositary as aforesaid, from and after the redemption, conversion or exchange date (unless the Company shall have failed to redeem, convert or exchange the shares of Stock to be redeemed, converted or exchanged by it upon the surrender of the certificate or certificates therefor by the Depositary as described abovein the preceding paragraph), the Depositary Shares called for redemption or subject to conversion or exchange shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the cash, shares of Common Stock or other securities and cash, if any, payable or issuable upon redemption, conversion or exchange upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed or converted into or exchanged for shares of Common Stock or other securities at a rate equal to ________________________. The foregoing is shall be subject further to the terms and conditions of the Articles Supplementary. If fewer than all of the Depositary Shares evidenced by this a Receipt are called for redemption or subject to conversion or exchange, the Depositary will deliver to the holder of this such Receipt upon its surrender to the Depositary, together with the amounts payable hereunder upon such surrender, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption or subject to conversion or exchange. To the extent that Depositary Shares are converted into or exchanged for shares of Common Stock or other securities and all of such shares of Common Stock or other securities cannot be distributed to the record holders of Receipts converted or exchanged without creating fractional interests in such shares or other securities, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock or other securities at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.2, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock or other securities. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed, converted or exchanged and ending at the close of business on the day of the mailing of notice of redemption, conversion or exchange of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion or exchange except as provided in the second preceding paragraph of this Section 2.4. Any funds deposited by the Company with the Depositary for any Depositary Shares that are not claimed after a period of two years from the date such funds are so deposited will be returned to the Company.
Appears in 3 contracts
Samples: Deposit Agreement (Mb Financial Inc /Md), Deposit Agreement (Great Southern Capital Trust IV), Deposit Agreement (First Pactrust Bancorp Inc)
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 SupplementaryCertificate of Designation, 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 SupplementaryCertificate of Designation, 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 the 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, redemption or conversion or exchange of the Stock are required to be published pursuant to the Articles SupplementaryCertificate of Designation. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption, conversion or exchange. The Company shall provide the Depositary with such notice, and each such notice shall state: (a) the redemption, conversion or exchange date; (b) the number of Depositary Shares to be redeemed, converted or exchanged; (c) if fewer than all the Depositary Shares held by any holder are to be redeemed, converted or exchanged, the number of such Depositary Shares held by such holder to be so redeemed, converted or exchanged; (d) in the case of a call for redemption, the redemption price; (e) whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration if so permitted by the Certificate of Designation and the formula to be used to calculate the number of such shares; (f) the place or places where Receipts evidencing Depositary Shares to be redeemed, converted or exchanged are to be surrendered for redemption, conversion or exchange; (g) whether the Company is depositing with a bank or trust company on or before the redemption, conversion or exchange date, the cash, shares of Common Stock or other securities payable or issuable by the Company and the proposed date of such deposit; (h) the amount of accrued and unpaid dividends payable per share of Stock to be redeemed, converted or exchanged to and including such redemption, conversion or exchange date, as the case may be; and (i) that dividends in respect of the Stock represented by the Depositary Shares to be redeemed, converted or exchanged will cease to accrue on such redemption, conversion or exchange date (unless the Company shall default in delivering cash, shares of Common Stock or other securities, if any, at the time and place specified in such notice). 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 SupplementaryCertificate of Designation. The Depositary shall, thereafter, redeem, convert or exchange the number of Depositary Shares representing such redeemed, converted or exchanged Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, (i) in the case of redemption, funds sufficient in amount to pay the applicable redemption price to the holders of the Receipts evidencing the Depositary Shares to be redeemed; or (ii) in the case of conversion or exchange, a sufficient quantity of shares of Common Stock or other securities to convert or exchange such number of Depositary Shares, plus, in the case of redemption, conversion or exchange, any accrued and unpaid dividends payable with respect thereto to and including the date of any such redemption, conversion or exchange. In case fewer than all the outstanding Depositary Shares are to be redeemed, converted or exchanged, the Depositary Shares to be redeemed, converted or exchanged shall be selected by lot or on a pro rata basis or by any other equitable method as the Company may decide. Notice having been mailed and published by the Depositary as aforesaid, from and after the redemption, conversion or exchange date (unless the Company shall have failed to redeem, convert or exchange the shares of Stock to be redeemed, converted or exchanged by it upon the surrender of the certificate or certificates therefor by the Depositary as described abovein the preceding paragraph), the Depositary Shares called for redemption or subject to conversion or exchange shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the cash, shares of Common Stock or other securities and cash, if any, payable or issuable upon redemption, conversion or exchange upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed or converted into or exchanged for shares of Common Stock or other securities at a rate equal to ________________________. The foregoing is shall be subject further to the terms and conditions of the Articles SupplementaryCertificate of Designation. If fewer than all of the Depositary Shares evidenced by this a Receipt are called for redemption or subject to conversion or exchange, the Depositary will deliver to the holder of this such Receipt upon its surrender to the Depositary, together with the amounts payable hereunder upon such surrender, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption or subject to conversion or exchange. To the extent that Depositary Shares are converted into or exchanged for shares of Common Stock or other securities and all of such shares of Common Stock or other securities cannot be distributed to the record holders of Receipts converted or exchanged without creating fractional interests in such shares or other securities, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock or other securities at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.2, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock or other securities. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed, converted or exchanged and ending at the close of business on the day of the mailing of notice of redemption, conversion or exchange of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion or exchange except as provided in the second preceding paragraph of this Section 2.4. Any funds deposited by the Company with the Depositary for any Depositary Shares that are not claimed after a period of two years from the date such funds are so deposited will be returned to the Company.
Appears in 1 contract
Samples: Deposit Agreement (First Financial Capital Trust II)
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 SupplementaryCertificate of Designation, 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 SupplementaryCertificate of Designation, 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 SupplementaryCertificate of Designation. 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, redeem, convert or exchange the number Certificate of Depositary Shares representing such redeemed, converted or exchanged Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, (i) in the case of redemption, funds sufficient in amount to pay the applicable redemption price to the holders of the Receipts evidencing the Depositary Shares to be redeemed; or (ii) in the case of conversion or exchange, a sufficient quantity of shares of Common Stock or other securities to convert or exchange such number of Depositary Shares, plus, in the case of redemption, conversion or exchange, any accrued and unpaid dividends payable with respect thereto to and including the date of any such redemption, conversion or exchange. In case fewer than all the outstanding Depositary Shares are to be redeemed, converted or exchanged, the Depositary Shares to be redeemed, converted or exchanged shall be selected by lot or on a pro rata basis or by any other equitable method as the Company may decide. Notice having been mailed and published as aforesaid, from and after the redemption, conversion or exchange date (unless the Company shall have failed to redeem, convert or exchange the shares of Stock to be redeemed, converted or exchanged by it upon the surrender of the certificate or certificates therefor by the Depositary as described above), the Depositary Shares called for redemption or subject to conversion or exchange shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock or other securities and cash, if any, payable upon redemption, conversion or exchange upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or exchanged for shares of Common Stock or other securities at a rate equal to ________________. The foregoing is subject further to the terms and conditions of the Articles Supplementary. If fewer than all of the Depositary Shares evidenced by this Receipt are called for redemption or subject to conversion or exchange, the Depositary will deliver to the holder of this Receipt upon its surrender to the Depositary, together with the amounts payable hereunder upon such surrender, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption or subject to conversion or exchange.NEXT PAGE
Appears in 1 contract
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 SupplementaryCertificate of Designation, 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 SupplementaryCertificate of Designation, 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 SupplementaryCertificate of Designation. 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 SupplementaryCertificate of Designation. The Depositary shall, thereafter, redeem, convert or exchange the number of Depositary Shares representing such redeemed, converted or exchanged Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, (i) in the case of redemption, funds sufficient in amount to pay the applicable redemption price to the holders of the Receipts evidencing the Depositary Shares to be redeemed; or (ii) in the case of conversion or exchange, a sufficient quantity of shares of Common Stock or other securities to convert or exchange such number of Depositary Shares, plus, in the case of redemption, conversion or exchange, any accrued and unpaid dividends payable with respect thereto to and including the date of any such redemption, conversion or exchange. In case fewer than all the outstanding Depositary Shares are to be redeemed, converted or exchanged, the Depositary Shares to be redeemed, converted or exchanged shall be selected by lot or on a pro rata basis or by any other equitable method as the Company may decide. Notice having been mailed and published as aforesaid, from and after the redemption, conversion or exchange date (unless the Company shall have failed to redeem, convert or exchange the shares of Stock to be redeemed, converted or exchanged by it upon the surrender of the certificate or certificates therefor by the Depositary as described above), the Depositary Shares called for redemption or subject to conversion or exchange shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock or other securities and cash, if any, payable upon redemption, conversion or exchange upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or exchanged for shares of Common Stock or other securities at a rate equal to ________________. The foregoing is subject further to the terms and conditions of the Articles SupplementaryCertificate of Designation. If fewer than all of the Depositary Shares evidenced by this Receipt are called for redemption or subject to conversion or exchange, the Depositary will deliver to the holder of this Receipt upon its surrender to the Depositary, together with the amounts payable hereunder upon such surrender, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption or subject to conversion or exchange.
Appears in 1 contract
Samples: Deposit Agreement (First Financial Capital Trust II)
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 SupplementarySupplemental Charter, 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 SupplementarySupplemental Charter, 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 the 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, redemption or conversion or exchange of the Stock are required to be published pursuant to the Articles SupplementarySupplemental Charter. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption, conversion or exchange. The Company shall provide the Depositary with such notice, and each such notice shall state: (a) the redemption, conversion or exchange date; (b) the number of Depositary Shares to be redeemed, converted or exchanged; (c) if fewer than all the Depositary Shares held by any holder are to be redeemed, converted or exchanged, the number of such Depositary Shares held by such holder to be so redeemed, converted or exchanged; (d) in the case of a call for redemption, the redemption price; (e) whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration if so permitted by the Supplemental Charter and the formula to be used to calculate the number of such shares; (f) the place or places where Receipts evidencing Depositary Shares to be redeemed, converted or exchanged are to be surrendered for redemption, conversion or exchange; (g) whether the Company is depositing with a bank or trust company on or before the redemption, conversion or exchange date, the cash, shares of Common Stock or other securities payable or issuable by the Company and the proposed date of such deposit; (h) the amount of accrued and unpaid dividends payable per share of Stock to be redeemed, converted or exchanged to and including such redemption, conversion or exchange date, as the case may be; and (i) that dividends in respect of the Stock represented by the Depositary Shares to be redeemed, converted or exchanged will cease to accrue on such redemption, conversion or exchange date (unless the Company shall default in delivering cash, shares of Common Stock or other securities, if any, at the time and place specified in such notice). 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 SupplementarySupplemental Charter. The Depositary shall, thereafter, redeem, convert or exchange the number of Depositary Shares representing such redeemed, converted or exchanged Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, (i) in the case of redemption, funds sufficient in amount to pay the applicable redemption price to the holders of the Receipts evidencing the Depositary Shares to be redeemed; or (ii) in the case of conversion or exchange, a sufficient quantity of shares of Common Stock or other securities to convert or exchange such number of Depositary Shares, plus, in the case of redemption, conversion or exchange, any accrued and unpaid dividends payable with respect thereto to and including the date of any such redemption, conversion or exchange. In case fewer than all the outstanding Depositary Shares are to be redeemed, converted or exchanged, the Depositary Shares to be redeemed, converted or exchanged shall be selected by lot or on a pro rata basis or by any other equitable method as the Company may decide. Notice having been mailed and published by the Depositary as aforesaid, from and after the redemption, conversion or exchange date (unless the Company shall have failed to redeem, convert or exchange the shares of Stock to be redeemed, converted or exchanged by it upon the surrender of the certificate or certificates therefor by the Depositary as described abovein the preceding paragraph), the Depositary Shares called for redemption or subject to conversion or exchange shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the cash, shares of Common Stock or other securities and cash, if any, payable or issuable upon redemption, conversion or exchange upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed or converted into or exchanged for shares of Common Stock or other securities at a rate equal to ________________________. The foregoing is shall be subject further to the terms and conditions of the Articles SupplementarySupplemental Charter. If fewer than all of the Depositary Shares evidenced by this a Receipt are called for redemption or subject to conversion or exchange, the Depositary will deliver to the holder of this such Receipt upon its surrender to the Depositary, together with the amounts payable hereunder upon such surrender, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption or subject to conversion or exchange. To the extent that Depositary Shares are converted into or exchanged for shares of Common Stock or other securities and all of such shares of Common Stock or other securities cannot be distributed to the record holders of Receipts converted or exchanged without creating fractional interests in such shares or other securities, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock or other securities at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.2, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock or other securities. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed, converted or exchanged and ending at the close of business on the day of the mailing of notice of redemption, conversion or exchange of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or subject to conversion or exchange except as provided in the second preceding paragraph of this Section 2.4. Any funds deposited by the Company with the Depositary for any Depositary Shares that are not claimed after a period of two years from the date such funds are so deposited will be returned to the Company.
Appears in 1 contract
Samples: Deposit Agreement (Horizon Financial Capital Trust II)
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 SupplementarySupplemental Charter, 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 SupplementarySupplemental Charter, 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 SupplementarySupplemental Charter. 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 SupplementarySupplemental Charter. The Depositary shall, thereafter, redeem, convert or exchange the number of Depositary Shares representing such redeemed, converted or exchanged Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, (i) in the case of redemption, funds sufficient in amount to pay the applicable redemption price to the holders of the Receipts evidencing the Depositary Shares to be redeemed; or (ii) in the case of conversion or exchange, a sufficient quantity of shares of Common Stock or other securities to convert or exchange such number of Depositary Shares, plus, in the case of redemption, conversion or exchange, any accrued and unpaid dividends payable with respect thereto to and including the date of any such redemption, conversion or exchange. In case fewer than all the outstanding Depositary Shares are to be redeemed, converted or exchanged, the Depositary Shares to be redeemed, converted or exchanged shall be selected by lot or on a pro rata basis or by any other equitable method as the Company may decide. Notice having been mailed and published as aforesaid, from and after the redemption, conversion or exchange date (unless the Company shall have failed to redeem, convert or exchange the shares of Stock to be redeemed, converted or exchanged by it upon the surrender of the certificate or certificates therefor by the Depositary as described above), the Depositary Shares called for redemption or subject to conversion or exchange shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock or other securities and cash, if any, payable upon redemption, conversion or exchange upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or exchanged for shares of Common Stock or other securities at a rate equal to ________________. The foregoing is subject further to the terms and conditions of the Articles SupplementarySupplemental Charter. If fewer than all of the Depositary Shares evidenced by this Receipt are called for redemption or subject to conversion or exchange, the Depositary will deliver to the holder of this Receipt upon its surrender to the Depositary, together with the amounts payable hereunder upon such surrender, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption or subject to conversion or exchange.
Appears in 1 contract
Samples: Deposit Agreement (Horizon Financial Capital Trust II)
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 SupplementaryCertificate of Designation, 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 SupplementaryCertificate of Designation, including the amount, if any, of accrued and unpaid dividends (including, without limitation, accumulated dividends, if 4NEXT PAGE 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 the 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, redemption or conversion or exchange of the Stock are required to be published pursuant to the Articles SupplementaryCertificate of Designation. Notwithstanding the foregoing, neither failure to mail or publish any such notice to one or more such holders nor any defect in any notice shall affect the sufficiency of the proceedings for redemption, conversion or exchange. The Company shall provide the Depositary with such notice, and each such notice shall state: (a) the redemption, conversion or exchange date; (b) the number of Depositary Shares to be redeemed, converted or exchanged; (c) if fewer than all the Depositary Shares held by any holder are to be redeemed, converted or exchanged, the number of such Depositary Shares held by such holder to be so redeemed, converted or exchanged; (d) in the case of a call for redemption, the redemption price; (e) whether the Company is exercising any option to deliver shares of Common Stock in lieu of any cash consideration if so permitted by the Certificate of Designation and the formula to be used to calculate the number of such shares; (f) the place or places where Receipts evidencing Depositary Shares to be redeemed, converted or exchanged are to be surrendered for redemption, conversion or exchange; (g) whether the Company is depositing with a bank or trust company on or before the redemption, conversion or exchange date, the cash, shares of Common Stock or other securities payable or issuable by the Company and the proposed date of such deposit; (h) the amount of accrued and unpaid dividends payable per share of Stock to be redeemed, converted or exchanged to and including such redemption, conversion or exchange date, as the case may be; and (i) that dividends in respect of the Stock represented by the Depositary Shares to be redeemed, converted or exchanged will cease to accrue on such redemption, conversion or exchange date (unless the Company shall default in delivering cash, shares of Common Stock or other securities, if any, at the time and place specified in such notice). 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 SupplementaryCertificate of Designation. The Depositary shall, thereafter, redeem, convert or exchange the number of Depositary Shares representing such redeemed, converted or exchanged Stock upon the surrender of Receipts evidencing such Depositary Shares in the manner provided in the notice sent to record holders of Receipts; provided, that the Depositary shall have received, upon surrendering such certificate or certificates as aforesaid, (i) in the case of redemption, funds sufficient in amount to pay the applicable redemption price to the holders of the Receipts 5NEXT PAGE evidencing the Depositary Shares to be redeemed; or (ii) in the case of conversion or exchange, a sufficient quantity of shares of Common Stock or other securities to convert or exchange such number of Depositary Shares, plus, in the case of redemption, conversion or exchange, any accrued and unpaid dividends payable with respect thereto to and including the date of any such redemption, conversion or exchange. In case fewer than all the outstanding Depositary Shares are to be redeemed, converted or exchanged, the Depositary Shares to be redeemed, converted or exchanged shall be selected by lot or on a pro rata basis or by any other equitable method as the Company may decide. Notice having been mailed and published by the Depositary as aforesaid, from and after the redemption, conversion or exchange date (unless the Company shall have failed to redeem, convert or exchange the shares of Stock to be redeemed, converted or exchanged by it upon the surrender of the certificate or certificates therefor by the Depositary as described abovein the preceding paragraph), the Depositary Shares called for redemption or subject to conversion or exchange shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the cash, shares of Common Stock or other securities and cash, if any, payable or issuable upon redemption, conversion or exchange upon surrender of such Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed or converted into or exchanged for shares of Common Stock or other securities at a rate equal to ________________________. The foregoing is shall be subject further to the terms and conditions of the Articles SupplementaryCertificate of Designation. If fewer than all of the Depositary Shares evidenced by this a Receipt are called for redemption or subject to conversion or exchange, the Depositary will deliver to the holder of this such Receipt upon its surrender to the Depositary, together with the amounts payable hereunder upon such surrender, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption or subject to conversion or exchange. To the extent that Depositary Shares are converted into or exchanged for shares of Common Stock or other securities and all of such shares of Common Stock or other securities cannot be distributed to the record holders of Receipts converted or exchanged without creating fractional interests in such shares or other securities, the Depositary may, with the consent of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of such shares of Common Stock or other securities at such place or places and upon such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section 3.2, be distributed or made available for distribution to such record holders that would otherwise receive fractional interests in such shares of Common Stock or other securities. The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business 15 days next preceding any selection of Depositary Shares and Stock to be redeemed, converted or exchanged and ending at the close of business on the day of the mailing of notice of redemption, conversion or exchange of Depositary Shares or (b) to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called 6NEXT PAGE or being called for redemption, in whole or in part, or subject to conversion or exchange except as provided in the second preceding paragraph of this Section 2.4. Any funds deposited by the Company with the Depositary for any Depositary Shares that are not claimed after a period of two years from the date such funds are so deposited will be returned to the Company.
Appears in 1 contract
