Common use of Redemption Date Clause in Contracts

Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by lot, pro rata or such other method as may be determined by the Depositary to be equitable. Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Stock to be redeemed by it as set forth in the Company's notice provided for in the preceding paragraph) all dividends in respect of the Depositary Shares so called for redemption shall cease to accrue and accumulate, the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate and, upon surrender in accordance with such notice of the Receipts evidencing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to the proportionate part of the redemption price per share paid in respect of the shares of Stock plus all money and other property, if any, paid with respect to such Depositary Shares, including all amounts paid by the Company in respect of dividends which on the Redemption Date have accumulated on the shares of Stock to be so redeemed and have not theretofore been paid. If less than all the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption.

Appears in 1 contract

Samples: Deposit Agreement (Jefferies Group Inc /De/)

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Redemption Date. In case If less than all the outstanding Depositary Shares Company Securities are to be redeemed on a Redemption Date, then no Company Common Securities shall be redeemed unless and until all Company Preferred Securities have been redeemed, the Depositary Shares . The particular Company Preferred Securities to be so redeemed shall be selected by lot, on a pro rata or such other method as may be determined by the Depositary basis (based upon Liquidation Amounts) not more than 60 days prior to be equitable. Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date by the Company from the outstanding Company Preferred Securities not previously called for redemption which may provide for the selection for redemption of portions (equal to $____ or an integral multiple of $___ in excess thereof) of the Liquidation Amount of Preferred Securities of a denomination larger than $____. The Company shall promptly notify the Trustee and the Registrar in writing of the Company Preferred Securities selected for redemption and, in the case of any Company Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Agreement, unless the context otherwise requires, all provisions relating to the redemption of Company Preferred Securities shall have failed to redeem relate, in the shares case of Stock any Company Preferred Securities redeemed or to be redeemed by it as set forth only in the Company's notice provided for in the preceding paragraph) all dividends in respect of the Depositary Shares so called for redemption shall cease to accrue and accumulate, the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shallpart, to the extent portion of such Depositary Sharesthe Liquidation Amount of Company Preferred Securities that has been or is to be redeemed. The Company will also have the right at any time prior to the Dividend Payment Date regularly scheduled to occur on _______________, cease and terminate and20_______, upon surrender the occurrence of a Tax Event or an Investment Company Act Event, and on not less than 30 or more than 60 days' notice by mail, to redeem Company Preferred Securities, in accordance with such notice of the Receipts evidencing any such Depositary Shares whole (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed by the Depositary but not in part) at a redemption price per Depositary Share security equal to the proportionate part of Redemption Price. Notwithstanding the redemption price per share paid foregoing, the Company Preferred Securities will not be subject to any sinking fund or mandatory redemption. Any Company Preferred Securities redeemed shall be canceled. There shall be no prescription period in respect of the shares of Stock plus all money and other property, if any, paid with respect to such Depositary Shares, including all amounts paid by uncollected dividends on the Company in respect of dividends which on the Redemption Date have accumulated on the shares of Stock to be so redeemed and have not theretofore been paid. If less than all the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemptionPreferred Securities.

Appears in 1 contract

Samples: Administration Agreement (Teco Capital Trust Iii)

Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by lot, pro rata or such other method as may be determined by the Depositary to be equitable. Notice having been mailed by the Depositary as aforesaid, from From and after the Change of Control Redemption Date, (i) the Units and shares of Class B Common Stock subject to such Redemption shall be deemed to be transferred to PubCo on the Change of Control Redemption Date and (unless the Company shall have failed to redeem the shares of Stock to be redeemed by it as set forth in the Company's notice provided for in the preceding paragraphii) all dividends in respect of the Depositary Shares so called for redemption such Member shall cease to accrue have any rights with respect to the Units and accumulate, the Depositary Shares being redeemed from shares of Class B Common Stock subject to such proceeds shall be deemed no longer to be outstanding, all rights of the holders of Receipts evidencing such Depositary Shares Redemption (except other than the right to receive the redemption price) shall, shares of Class A Common Stock pursuant to the extent of such Depositary Shares, cease and terminate and, upon surrender in accordance with such Redemption). PubCo shall provide written notice of an expected PubCo Change of Control to all Members within the Receipts evidencing any such Depositary Shares earlier of (properly endorsed or assigned for transfer, if x) ten (10) Business Days following the Depositary shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to the proportionate part execution of the redemption price per share paid in respect of the shares of Stock plus all money and other property, if any, paid agreement with respect to such Depositary SharesPubCo Change of Control and (y) ten (10) Business Days before the proposed date upon which the contemplated PubCo Change of Control is to be effected, indicating in such notice such information as may reasonably describe the PubCo Change of Control transaction, subject to applicable law, including all amounts the date of execution of such agreement or such proposed effective date, as applicable, the amount and types of consideration to be paid by the Company in respect of dividends which on the Redemption Date have accumulated on the for shares of Class A Common Stock in the PubCo Change of Control, any election with respect to types of consideration that a holder of shares of Class A Common Stock, as applicable, shall be entitled to make in connection with such PubCo Change of Control, and the number of Units (and corresponding shares of Class B Common Stock) held by such Member that PubCo intends to require to be so redeemed subject to such Redemption. Following delivery of such notice and have not theretofore been paid. If less than all on or prior to the Depositary Shares evidenced by a Receipt are called for redemptionChange of Control Redemption Date, the Depositary will deliver Members shall take all actions reasonably requested by PubCo to effect such Redemption, including taking any action and delivering any document required pursuant to the holder remainder of such Receipt upon its surrender this Section 4.6 to the Depositary, together with the redemption payment, effect a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemptionRedemption.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Magnolia Oil & Gas Corp)

Redemption Date. In case less fewer than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by lot, lot or pro rata or such by any other substantially equivalent method as may be determined by the Depositary to be equitablewith the approval of the Company. Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Stock to be redeemed by it as set forth in the Company's notice provided for in the preceding paragraph) all dividends in respect of the Depositary Shares so shares of Stock called for redemption shall cease to accrue and accumulateaccrue, the Depositary Shares being redeemed from such proceeds called for redemption shall be deemed no longer to be outstanding, outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate and, upon terminate. Upon surrender in accordance with such said notice of the Receipts evidencing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to the proportionate part of [specify fraction] times the redemption price per share paid in respect of the shares of Stock pursuant to the Certificate plus all money and other property, if any, paid with respect to represented by such Depositary Shares, including all amounts paid by the Company in respect of dividends which that on the Redemption Date have accumulated accrued on the shares of Stock to be so redeemed and that have not theretofore been paid. The foregoing shall be subject further to the terms and conditions of the Certificate. If less fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will shall deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption paymentprice for the Depositary Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemption. Except as provided in the preceding paragraph of this Section 2.07, the Depositary shall not be required to transfer or exchange for another Receipt any Receipt evidencing Depositary Shares called or being called for redemption in whole or in part. The Depositary shall remit to the Company any funds deposited by or for the account of the Company for the purpose of redeeming any Depositary Shares that the holders thereof have failed to redeem after two years from the date of such deposit, without further action necessary on the part of the Company.

Appears in 1 contract

Samples: Deposit Agreement (Arm Financial Group Inc)

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Redemption Date. In case less than all the outstanding Depositary Shares are to event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be redeemedissued in the name of the Holder hereof upon the cancellation hereof. If a Change of Control Triggering Event occurs, the Depositary Shares to be so redeemed shall be selected by lot, pro rata or such other method as may be determined by the Depositary to be equitable. Notice having been mailed by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed has exercised its right to redeem the shares Securities in full, the Company will make an offer to each Holder (the “Change of Stock Control Offer”) to be redeemed by it as set forth repurchase any and all of such Holder’s Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of the Securities repurchased plus accrued and unpaid interest, if any, thereon, to the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Company will mail a notice to Holders of Securities describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Securities on the date specified in the Company's notice, which date will be no less than 30 days and no more than 60 days from the date such notice provided for is mailed (the “Change of Control Payment Date”), pursuant to the procedures required hereby and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control repurchase provisions of the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control repurchase provisions of the Securities by virtue of such conflicts. The Company will not be required to offer to repurchase the Securities upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the preceding paragraph) manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases on the applicable date all dividends in respect Securities properly tendered and not withdrawn under its offer; provided that for all purposes of the Depositary Shares so called for redemption Securities and the Indenture, a failure by such third party to comply with the requirements of such offer and to complete such offer shall cease be treated as a failure by the Company to accrue comply with its obligations to offer to purchase the Securities unless the Company promptly makes an offer to repurchase the Securities at 101% of the principal amount thereof plus accrued and accumulateunpaid interest, if any, thereon, to the date of repurchase, which shall be no later than 30 days after the third party’s scheduled Change of Control Payment Date. On the Change of Control Payment Date, the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price) shallCompany will, to the extent lawful: · accept or cause a third party to accept for payment all Securities properly tendered pursuant to the Change of such Depositary Shares, cease and terminate and, upon surrender in accordance Control Offer; · deposit or cause a third party to deposit with such notice of the Receipts evidencing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share paying agent an amount equal to the proportionate part Change of the redemption price per share paid Control Payment in respect of the shares of Stock plus all money Securities properly tendered; and other property, if any, paid with respect to such Depositary Shares, including all amounts paid by the Company in respect of dividends which on the Redemption Date have accumulated on the shares of Stock · deliver or cause to be so redeemed and have not theretofore been paid. If less than all the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver delivered to the holder of such Receipt upon its surrender to Trustee the DepositarySecurities properly accepted, together with an officer’s certificate stating the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemptionprincipal amount of Securities being purchased.

Appears in 1 contract

Samples: Supplemental Indenture (Cigna Corp)

Redemption Date. In case less than all If any date fixed for redemption of Securities is not a Business Day, then payment of the outstanding Depositary Shares are to Redemption Price payable on such date will be redeemedmade on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on such date fixed for redemption. If, however, the Depositary Shares Business Day falls in the next calendar year, then payment of the Redemption Price will be made on the immediately preceding Business Day with the same force and effect as if made on such date fixed for redemption. If payment of the Redemption Price in respect of any Securities is not paid because the payment of the Redemption Price on the Debentures is not made, interest will continue to accrue on the Debentures, and, as a result, Distributions on such Securities will continue to accumulate at the then applicable rate from the original redemption date to the actual date of payment, in which case the actual payment date will be considered the date fixed for redemption for purposes of calculating the Redemption Price. For these purposes, the applicable Redemption Price shall not include Distributions which are being paid to Holders who were Holders on a relevant record date. If a Redemption/Distribution Notice shall have been given and funds deposited or paid as required, then immediately prior to the close of business on the date of such deposit or payment, Distributions will cease to accumulate on the Securities called for redemption and all rights of Holders of such Securities so redeemed shall be selected by lotcalled for redemption will cease, pro rata or except the right of the Holders to receive the Redemption Price, but without interest on such other method as may be determined by the Depositary to be equitable. Notice having been mailed by the Depositary as aforesaidRedemption Price, and from and after the Redemption Date (unless the Company shall have failed to redeem the shares of Stock to be redeemed by it as set forth in the Company's notice provided date fixed for in the preceding paragraph) all dividends in respect of the Depositary Shares so called for redemption shall redemption, such Securities will cease to accrue and accumulate, the Depositary Shares being redeemed from such proceeds shall be deemed no longer to be outstanding, all rights of . Neither the holders of Receipts evidencing such Depositary Shares (except Administrative Trustees nor the right to receive the redemption price) shall, to the extent of such Depositary Shares, cease and terminate and, upon surrender in accordance with such notice of the Receipts evidencing any such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary shall so require), such Depositary Shares Trust shall be redeemed by the Depositary at a redemption price per Depositary Share equal required to the proportionate part of the redemption price per share paid in respect of the shares of Stock plus all money and other property, if any, paid with respect to such Depositary Shares, including all amounts paid by the Company in respect of dividends which on the Redemption Date have accumulated on the shares of Stock register or cause to be so redeemed and registered the transfer of any Securities that have not theretofore been paid. If less than all the Depositary Shares evidenced by a Receipt are called for redemption, except in the Depositary will deliver case of any Securities being redeemed in part, any portion thereof not to the holder of such Receipt upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for redemptionbe redeemed.

Appears in 1 contract

Samples: Trust Agreement (Banknorth Group Inc/Me)

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