Redemption Obligation Clause Samples

Redemption Obligation. The obligation of the Partnership to redeem the Partnership Units as set forth in Section 9.1(A). Redemption Period: The 45-day period immediately following the filing with the SEC by the General Partner of an annual report of the General Partner on Form 10-K or a quarterly report of the General Partner on Form 10-Q or such other period or periods as the General Partner may otherwise determine.

Redemption Obligation. The obligation of the Partnership to redeem the Partnership Units as set forth in Section 9.1(A). 1Redemption Ratio: The ratio (carried out to four decimal places) applied when redeeming Partnership Units for REIT Shares, which shall initially be 1.0. In the event that on or after the date of this Agreement the General Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares (ii) subdivides its outstanding REIT Shares or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Redemption Ratio shall be adjusted by multiplying the Redemption Ratio by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date (assuming for such purposes such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or combination. In the event that the Partnership (a) declares or pays a distribution on the outstanding ___________________ 1 “Redemption Period” deleted in accordance with Amendment 26 to Partnership Agreement. Partnership Units or makes a distribution to all Partners in Partnership Units, (b) subdivides the outstanding Partnership Units or (c) combines the outstanding Partnership Units into a smaller number of Partnership Units, the Redemption Ratio shall be adjusted by multiplying the Redemption Ratio by a fraction, the numerator of which shall be the actual number of Partnership Units issued and outstanding on the record date (determined without giving effect to such dividend, distribution, subdivision or combination), and the denominator of which shall be the actual member of Partnership Units (determined after giving effect to such dividend, distribution, subdivision or combination) issued and outstanding on such record date. Any adjustment to the Redemption Ratio shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.2

Redemption Obligation. The Company shall be obligated to redeem all of the outstanding shares of Series B Preferred Stock at par value ($0.001 per outstanding Series B Preferred Stock share) upon the first to occur of the following events: (a) ▇▇▇ ▇▇▇▇▇▇ is no longer employed by the Company as its Chief Executive Officer or President; or (b) the Executive Employment Agreement dated as of ________, 2008 between the Company and ▇▇▇ ▇▇▇▇▇▇ has expired or been terminated by ▇▇. ▇▇▇▇▇▇ or the Company; or (c) the shares of Series B Preferred Stock are owned of record or beneficially by any holder other than ▇▇▇ ▇▇▇▇▇▇; or (iv) the Company's shares of Common Stock have been approved to be listed on Nasdaq or other national securities exchange; or (v) ________________, 2013. In the event the Company does not so redeem the shares of Series B Preferred Stock when obligated to do so, the provisions of Sections 4.1 (b) and (c) and Sections 4.2 and 4.3 shall automatically terminate.

Redemption Obligation. At the closing of any Subsequent Financing, the Company shall be required to use at least 12.5% of the gross proceeds from such Subsequent Financings to offer the Purchasers (and only the Purchasers) holding any outstanding shares of Series B Preferred Stock a redemption right (payable directly out of the closing thereof) of such Subsequent Financing until such time that the Company has redeemed, in the aggregate, at least $1 million of Series B Preferred Stock; provided, however, the maximum redemption amount shall be $1.5 million, in the aggregate, of Series B Preferred Stock following the date that less than 50% of the shares of Series B Preferred Stock held by such Purchaser on the date hereof remain outstanding.

Redemption Obligation. Units shall be redeemed at the owners' request in accordance with the rules of the UCITS. Notwithstanding the first paragraph, a management company may, in accordance with provisions in the rules of the UCITS, suspend redemption of units. The suspension must be general and apply to all units and can only be applied if exceptional circumstances so warrant and if required by the common interests of unit holders. Suspension of redemption shall not last longer than necessary and shall be notified immediately to the Financial Supervisory Authority and to unit holders; it shall take effect upon the sending of notification. Furthermore, suspension shall be advertised publicly. The Financial Supervisory Authority may demand that redemption of units be suspended if required in the interests of unit holders or the general public. When the suspension of redemption concludes, notification shall be given of the opening of the UCITS in the same manner as provided for in the second paragraph. If suspension lasts for more than four continuous weeks, notification of the opening of the UCITS shall be sent in a letter to unit holders or by other comparable means as promptly as possible. Supervisory authorities in other states of the European Economic Area, where units of the UCITS have been placed on the market, shall be notified of suspension of redemption as provided for in the provisions of this Article.

Redemption Obligation. Notwithstanding anything herein to the contrary, pursuant to the written agreement between the Company and the holders of the 14% Convertible Notes Due April 21, 2000 (of which $888,206 principal amount is presently outstanding), the Company is obligated to redeem the outstanding principal of such notes upon the closing of this transaction. The Company agrees that $1,149,038 of the proceeds from the First Tranche Purchase Price shall remain in the escrow account of the Escrow Agent subsequent to the First Tranche Closing Date. These funds shall only be released as follows: (a) to the Company upon receipt by the Escrow Agent of a written release by the holders of the 14% Convertible Notes Due April 21, 2000 and authorization that such funds may be returned to the Company, (b) to the Company upon receipt by the Escrow Agent of written proof that such notes are no longer outstanding, from the holders thereof and the Company, or (c) to the holders of the 14% Convertible Notes Due April 21, 2000 as payment by the Company of its full obligations under such notes.

Redemption Obligation. (a) If at any time after the Closing Date, any Specified Event described in subparagraphs (c) through (j), inclusive, or (l) through (n), inclusive, of Section 4.01 hereof shall have occurred and be continuing, at the written direction to the Trustee of the Required Percentage of Certificateholders, the Trust shall redeem all but not less than all, of the then outstanding Certificates for the Redemption Price. Upon notice by the Trustee, Telefonica del Peru will be required to pay to the Trustee the Redemption Price, and upon receipt of such payment, the Trustee shall (i) distribute such Redemption Price to the Certificates pro rata and (ii) execute such documents and take such other steps as Telefonica del Peru may reasonably request to convey back to Telefonica del Peru the unpaid balance of the Purchased Receivables. Telefonica del Peru acknowledges that until Telefonica del Peru shall have paid the Redemption Price to the Trustee in full as required pursuant to this Section 4.03(a) or the Trustee shall have otherwise received such amount, the Trustee shall apply all funds in the Collection Account pursuant to clause "Second" of Section 3.03(a) hereof and shall apply all funds in the Certificate Account pursuant to clause "Third" of Section 3.03(b) hereof. (b) If Telefonica del Peru shall not pay the Redemption Price to the Trustee as required under Section 4.03(a), the Trustee, at the written direction of the Required Percentage of Certificateholders, may proceed to enforce and protect the rights of the Certificateholders by an action at law, suit in equity or other appropriate proceeding. Telefonica del Peru shall pay to the Trustee such amount in addition to the Redemption Price as shall be sufficient to cover the cost and expenses of instituting such action, suit or proceeding, including without limitation, attorneys' fees, expenses and disbursements. No course of dealing and no delay on the part of the Trustee or the Certificateholders in enforcing the rights of the Certificateholders under this Section 4.03(b) shall operate as a waiver thereof or otherwise prejudice their rights, powers or remedies under this Section 4.03. The Certificateholders' right to the Redemption Price shall not be exclusive of any other right, power or remedy referred to herein or now or hereinafter available at law, in equity, by statute or otherwise.

Redemption Obligation. In case that any of the following occurs: (a) the Target Company failed to consummate the Qualified Listing before June 30th, 2024, or (b) prior to consummation of the Qualified Listing the Founding Shareholder and / or the Target Group have seriously violated the relevant representations, warranties, agreements, commitments and obligations under this agreement (including but not limited to the restructuring plan in serious violation of Appendix I to this Agreement), such that if left unresolved it would prevent the Qualified Listing from consummating before June 30, 2024, the Capital Contributor has the right to request the Company and/or Founding Shareholder to repurchase all or part of the Company’s equity held by Capital Contributor at the original subscription price of the equity plus 3% annual interest per year (From the date of closing day). 2.9 MTM has the right to appoint one director in the board of the Target Company after closing; provided, that this right no longer applies after the Qualified Listing.

Redemption Obligation. The Company shall be obligated to redeem all of the outstanding shares of Series B Preferred Stock at par value ($0.001 per outstanding Series B Preferred Stock share) upon the first to occur of the following events: (a) ▇▇▇ ▇▇▇▇▇▇ is no longer employed by the Company as its Chief Executive Officer or President; or (b) the Executive Employment Agreement dated as of ________, 2008 between the Company and ▇▇▇ ▇▇▇▇▇▇ has expired or been terminated by ▇▇. ▇▇▇▇▇▇ or the Company; or (c) the shares of Series B Preferred Stock are owned of record or beneficially by any holder other than ▇▇▇ ▇▇▇▇▇▇; or (iv) the Company's shares of Common Stock have been approved to be listed on Nasdaq or other national securities exchange; or (v) ________________, 2013. In the event the Company does not so redeem the shares of Series B Preferred Stock when obligated to do so, the provisions of Sections 4.1 (b) and (c) and Sections 4.2 and 4.3 shall automatically terminate.