Redemption Procedure. Within 15 days after an Officer becomes aware of any event or condition which could reasonably be expected to give rise to a Mandatory Redemption Event (other than a Voluntary Acquisition Transaction), within five Business Days after a Voluntary Acquisition Transaction shall have been announced to the public or becomes a matter of public record and in the event the Corporation elects a Corporation Option Redemption, not less than 30 days nor more than 60 days prior to the Redemption Date specified by the Corporation, the Corporation shall send a written notice by first class mail to each holder of record of the Series A Cumulative Convertible Preferred Shares at such holder’s registered address, stating: (i) in the case of a Corporation Option Redemption, the Redemption Date and, in the case of the occurrence or potential occurrence of a Mandatory Redemption Event, the events causing such Mandatory Redemption Event and the date upon which such Mandatory Redemption Event occurred or is expected to occur (the “Proposed Redemption Date”); (ii) the Redemption Price that will be payable with respect to the shares of the Series A Cumulative Convertible Preferred Shares as of the Redemption Date or the Proposed Redemption Date, and whether such Redemption Price will be paid, subject to the provisions of Section 6(f) in cash or, if applicable, in shares of Voting Common Stock or if a combination of cash and Voting Common Stock, the portions of the Redemption Price in respect of which the Corporation will pay in cash and shares of Voting Common Stock; (iii) the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case as of the date of such notice; (iv) if such Mandatory Redemption Event is proposed to be made in connection with, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023, the Transaction Consideration, the number of Additional Shares and the additional Transaction Consideration which such holder would be entitled to receive pursuant to the provisions of Section 8. (v) that shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date; (vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate; (vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price; (viii) if fewer than all the outstanding shares of the Series A Cumulative Convertible Preferred Shares are to be redeemed by the Corporation, the number of shares to be redeemed of the Series A Cumulative Convertible Preferred Shares; (ix) that, unless the Corporation defaults in making payment of such Redemption Price, dividends in respect of the shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption will cease to accumulate on and after the Redemption Date; (x) the private placement number of the Series A Cumulative Convertible Preferred Shares; and (xi) any other information the Corporation wishes to present.
Appears in 2 contracts
Sources: Exchange Agreement (Jefferies Financial Group Inc.), Exchange Agreement (Jefferies Financial Group Inc.)
Redemption Procedure. Within 15 days after an Officer becomes aware of any event or condition which could reasonably be expected to give rise to a Mandatory Redemption Event (other than a Voluntary Acquisition Transaction), within five Business Days after a Voluntary Acquisition Transaction shall have been announced to the public or becomes a matter of public record and in the event the Corporation elects a Corporation Option Redemption, not less than At least 30 days nor more than 60 days prior to the -------------------- Redemption Date specified by the CorporationDate, the Corporation shall send a written notice by first class mail (the "Redemption Notice") shall be mailed, postage prepaid, to each holder of record (at the close of business on the business day next preceding the day on which notice is given) of the Series A Cumulative Convertible C Preferred Shares Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock electing to have shares redeemed, at the address last shown on the records of the Corporation for such holder’s registered addressholder or given by the holder to the Corporation for the purpose of notice or if no such address appears or is given, stating:
(i) in at the case place where the principal executive office of a the Corporation Option Redemptionis located, notifying such holder of the redemption to be effected, specifying the number of shares to be redeemed, the Redemption Date andPrice, the place at which payment may be obtained and the date on which such holder's right to convert Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock into Common Stock as to such shares terminates and calling upon such holder to surrender to the Corporation, in the case of manner and at the occurrence place designated, its certificate or potential occurrence of a Mandatory Redemption Event, the events causing such Mandatory Redemption Event and the date upon which such Mandatory Redemption Event occurred or is expected to occur (the “Proposed Redemption Date”);
(ii) the Redemption Price that will be payable with respect to certificates representing the shares of to be redeemed. Except as provided in Section D.6., on or after the Series A Cumulative Convertible Preferred Shares as of the Redemption Date or the Proposed Redemption Date, each holder of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock to be redeemed shall surrender to the Corporation the certificate or certificates representing such shares, in the manner and whether such at the place designated in the Redemption Price will be paidNotice, and thereupon, subject to the provisions of Section 6(f) in cash or, if applicable, in shares of Voting Common Stock or if a combination of cash and Voting Common StockD.4., the portions aggregate Redemption Price of such shares shall be payable to the order of the Redemption Price in respect of which person whose name appears on such certificate or certificates as the Corporation will pay in cash owner thereof and shares of Voting Common Stock;
(iii) each surrendered certificate shall be canceled. In the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case as of the date of such notice;
(iv) if such Mandatory Redemption Event is proposed to be made in connection with, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023, the Transaction Consideration, the number of Additional Shares and the additional Transaction Consideration which such holder would be entitled to receive pursuant to the provisions of Section 8.
(v) that shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;
(vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate;
(vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price;
(viii) if fewer event less than all the outstanding shares of represented by any such certificate are redeemed, a new certificate shall be issued representing the Series A Cumulative Convertible Preferred Shares are to be redeemed by the Corporation, the number of shares to be redeemed of the Series A Cumulative Convertible Preferred Shares;
(ix) that, unless the Corporation defaults in making payment of such Redemption Price, dividends in respect of the shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption will cease to accumulate on and after the Redemption Date;
(x) the private placement number of the Series A Cumulative Convertible Preferred Shares; and
(xi) any other information the Corporation wishes to presentunredeemed shares.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp)
Redemption Procedure. Within 15 days after an Officer becomes aware Subject to subsection (A) of any event or condition which could reasonably be expected to give rise to a Mandatory Redemption Event (other than a Voluntary Acquisition Transaction)this Section 4.4, within five Business Days after a Voluntary Acquisition Transaction shall have been announced fifteen (15) days of the receipt by the Corporation of the Redemption Request, with respect to the public or becomes a matter of public record first Redemption Date, and in the event the Corporation elects a Corporation Option Redemption, not less than 30 days nor more than 60 thirty (30) days prior to the second and third Redemption Date specified by the CorporationDates, the Corporation shall send a mail, first class postage prepaid, written notice by first class mail (the “Notice of Redemption”) to each holder of record (at the close of business on the business day preceding the day on which notice is given) of Preferred Stock, at the address last shown on the records of the Series A Cumulative Convertible Preferred Shares at Corporation for such holder’s registered addressholder or given by the holder to the Corporation, stating:
(i) in for the case purpose of a Corporation Option Redemption, the Redemption Date and, in the case notifying such holder of the occurrence or potential occurrence redemption to be effected. The Notice of a Mandatory Redemption Event, shall specify the events causing such Mandatory Redemption Event and the date upon which such Mandatory Redemption Event occurred or is expected to occur (the “Proposed applicable Redemption Date”);
(ii) the Redemption Price that will be payable with respect to the shares of the Series A Cumulative Convertible Preferred Shares as of the Redemption Date or the Proposed Redemption Date, and whether such Redemption Price will be paid, subject to the provisions of Section 6(f) in cash or, if applicable, in shares of Voting Common Stock or if a combination of cash and Voting Common Stock, the portions of the Redemption Price in respect of which the Corporation will pay in cash and shares of Voting Common Stock;
(iii) the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case as of the date of such notice;
(iv) if such Mandatory Redemption Event is proposed to be made in connection with, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023, the Transaction Consideration, the number of Additional Shares and the additional Transaction Consideration which such holder would be entitled to receive pursuant to the provisions of Section 8.
(v) that shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;
(vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate;
(vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price;
(viii) if fewer than all the outstanding shares of the Series A Cumulative Convertible Preferred Shares are to be redeemed by the Corporation, the number of shares to of each series of Preferred Stock held by the holder that the Corporation shall redeem on the Redemption Date specified in the Notice of Redemption, and the place at which payment shall be redeemed made, which shall be the principal offices of the Series A Cumulative Convertible Preferred Shares;
(ix) that, unless Corporation or such other place as shall be mutually agreeable to the Corporation defaults in making payment and holders of such Redemption Price, dividends in respect a majority of the shares of Preferred Stock then outstanding, on an as-converted basis. The Notice of Redemption shall call upon each holder of Preferred Stock to either (i) surrender to the Series A Cumulative Convertible Corporation, in the manner and at the place designated, such holder’s certificate or certificates representing the shares to be redeemed or (ii) convert such Preferred Shares which are Stock into Common Stock prior to the subject applicable Redemption Date in accordance with the provisions of such redemption will cease Section 4.3 above. Subject to accumulate Section 4.4 (C), on and after each Redemption Date, the Corporation shall pay the Redemption Date;
(x) Price in cash or by check to the private placement number order of the Series A Cumulative Convertible person whose name appears on the certificate or certificates of the Preferred Shares; and
Stock that (xii) any other information shall not have been converted pursuant to Section 4.3 hereof and (ii) shall have been surrendered to the Corporation wishes to presentin the manner and at the place designated in the Notice of Redemption and thereupon each surrendered certificate shall be canceled.
Appears in 2 contracts
Sources: Warrant Agreement (Mavenir Systems Inc), Warrant Agreement (Mavenir Systems Inc)
Redemption Procedure. Within 15 days after an Officer becomes aware (i) Notice of any event or condition which could reasonably redemption pursuant to this Section 9 (a "Call Notice") of Series A Preferred Interests will be expected given by the Partnership by mail to give rise each record holder to a Mandatory Redemption Event (other than a Voluntary Acquisition Transaction), within five Business Days after a Voluntary Acquisition Transaction shall have been announced to the public or becomes a matter of public record and in the event the Corporation elects a Corporation Option Redemption, be redeemed not less fewer than 30 days nor more than 60 days prior to the Redemption Date specified by the Corporation, the Corporation shall send a written notice by first class mail to each holder of record date fixed for redemption thereof. For purposes of the calculation of the date of redemption and the dates on which the Call Notice is given, a Call Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to such holders of Series A Cumulative Convertible Preferred Shares at such holder’s registered address, stating:
(i) in the case of a Corporation Option Redemption, the Redemption Date and, in the case of the occurrence or potential occurrence of a Mandatory Redemption Event, the events causing such Mandatory Redemption Event and the date upon which such Mandatory Redemption Event occurred or is expected to occur (the “Proposed Redemption Date”);Interests. Each Call Notice shall be
(ii) In the Redemption Price event that will be payable with respect to the shares of the Series A Cumulative Convertible Preferred Shares as of the Redemption Date or the Proposed Redemption Date, and whether such Redemption Price will be paid, subject to the provisions of Section 6(f) in cash or, if applicable, in shares of Voting Common Stock or if a combination of cash and Voting Common Stock, the portions of the Redemption Price in respect of which the Corporation will pay in cash and shares of Voting Common Stock;
(iii) the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case as of the date of such notice;
(iv) if such Mandatory Redemption Event is proposed to be made in connection with, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023, the Transaction Consideration, the number of Additional Shares and the additional Transaction Consideration which such holder would be entitled to receive pursuant to the provisions of Section 8.
(v) that shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;
(vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate;
(vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price;
(viii) if fewer than all the outstanding shares Series A Preferred Interests are to be redeemed, the Series A Preferred Interests to be redeemed will be selected at the Partnership's discretion.
(iii) If the Partnership gives a Call Notice in respect of Series A Preferred Interests, then upon the date fixed for redemption of the Series A Cumulative Convertible Preferred Shares are to be redeemed by Interests, all rights of the Corporation, the number of shares to be redeemed holders of the Series A Cumulative Convertible Preferred Shares;
(ix) thatInterests so called for redemption will cease, unless except the Corporation defaults in making right of the holders of such securities to receive the Call Price. In the event that any date fixed for redemption of Series A Preferred Interests is not a business day, then payment of the Call Price payable on such Redemption Price, dividends date will be made on the next succeeding day which is a business day (and without any interest or other payment in respect of any such delay), except that, if such business day falls in the shares of next calendar year, such payment will be made on the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption will cease to accumulate on and after the Redemption Date;
(x) the private placement number of the Series A Cumulative Convertible Preferred Shares; and
(xi) any other information the Corporation wishes to presentimmediately preceding business day.
Appears in 1 contract
Redemption Procedure. Within 15 days after an Officer becomes aware The Corporation shall designate by lot, or in such other manner as the Board of any event Directors may determine, the shares to be redeemed, or condition which could reasonably be expected to give rise to a Mandatory Redemption Event (other shall effect such redemption pro rata. Not more than a Voluntary Acquisition Transaction), within five Business Days after a Voluntary Acquisition Transaction shall have been announced to the public or becomes a matter of public record and in the event the Corporation elects a Corporation Option Redemption, not 60 nor less than 30 days nor more than 60 days prior to the Optional Redemption Date specified by the CorporationDate, the Corporation shall send a written notice by first first-class mail mail, postage prepaid, shall be given to each holder the holders of record of the Series A Cumulative Convertible Preferred Shares to be redeemed, addressed to such stockholders at their last addresses as shown on the books of the Corporation. Each such holder’s registered address, stating:
(i) in notice of redemption shall specify the case of a Corporation Option Redemptiondate fixed for redemption, the Redemption Date andPrice, in the case place or places of payment, that payment will be made upon presentation and surrender of the occurrence or potential occurrence shares of a Mandatory Redemption EventSeries A Preferred, that on and after the redemption date dividends will cease to accumulate on such shares, the events causing then-effective conversion rate pursuant to Section 4 and that the right of holders to convert shall terminate at the close of business on the Optional Redemption Date. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the holder of the Series A Preferred receives such Mandatory Redemption Event notice; and failure to give such notice by mail, or any defect in such notice, to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred. On or after the date upon which fixed for redemption as stated in such Mandatory Redemption Event occurred or is expected notice, each holder of the shares called for redemption shall surrender the certificate evidencing such shares to occur (the “Proposed Redemption Date”);
(ii) Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price Price. If less than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If, on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been irrevocably deposited or set aside, then, notwithstanding that will be payable the certificates evidencing any shares so called for redemption shall not have been surrendered, the dividends with respect to the shares so called shall cease to accrue after the date fixed for redemption, the shares shall no longer be deemed outstanding, the holders thereof shall cease to be stockholders, and all rights whatsoever with respect to the shares so called for redemption (except the right of the Series A Cumulative Convertible Preferred Shares as of the Redemption Date or the Proposed Redemption Date, and whether such Redemption Price will be paid, subject holders to the provisions of Section 6(f) in cash or, if applicable, in shares of Voting Common Stock or if a combination of cash and Voting Common Stock, the portions of receive the Redemption Price in respect without interest upon surrender of which the Corporation will pay in cash and shares of Voting Common Stock;
(iiitheir certificates therefor) the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case as of the date of such notice;
(iv) if such Mandatory Redemption Event is proposed to be made in connection with, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023, the Transaction Consideration, the number of Additional Shares and the additional Transaction Consideration which such holder would be entitled to receive pursuant to the provisions of Section 8shall terminate.
(v) that shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;
(vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate;
(vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price;
(viii) if fewer than all the outstanding shares of the Series A Cumulative Convertible Preferred Shares are to be redeemed by the Corporation, the number of shares to be redeemed of the Series A Cumulative Convertible Preferred Shares;
(ix) that, unless the Corporation defaults in making payment of such Redemption Price, dividends in respect of the shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption will cease to accumulate on and after the Redemption Date;
(x) the private placement number of the Series A Cumulative Convertible Preferred Shares; and
(xi) any other information the Corporation wishes to present.
Appears in 1 contract
Sources: Securities Purchase Agreement (Tor Minerals International Inc)
Redemption Procedure. Within 15 days after an Officer becomes aware A Notice of any event or condition which could reasonably Redemption shall be expected to give rise to a Mandatory Redemption Event (other than a Voluntary Acquisition Transaction), within five Business Days after a Voluntary Acquisition Transaction shall have been announced to the public or becomes a matter of public record and in the event given by the Corporation elects a Corporation Option Redemption, not less than 30 15 days nor more than 60 40 days prior to the date fixed for redemption to each Holder of Series A Preference Shares to be redeemed. Accidental failure or omission to give such notice to one or more of such Holders shall not affect the validity of such redemption. On and after the Redemption Date specified by the CorporationDate, the Corporation shall send a written notice by first class mail pay or cause to each holder be paid to or to the order of record the Holders of the Series A Cumulative Convertible Preferred Preference Shares at such holder’s registered address, stating:
(i) in the case of a Corporation Option Redemption, the Redemption Date and, in the case of the occurrence or potential occurrence of a Mandatory Redemption Event, the events causing such Mandatory Redemption Event and the date upon which such Mandatory Redemption Event occurred or is expected to occur (the “Proposed Redemption Date”);
(ii) be redeemed the Redemption Price that will be payable with respect to on presentation and surrender at the shares place of redemption of the Series A Cumulative Convertible Preferred Shares as respective certificates representing such shares. Such payment shall be made by cheque drawn on a Canadian chartered bank and payable at par at any branch in Canada of the Redemption Date or the Proposed Redemption Date, and whether such Redemption Price will be paid, subject to the provisions of Section 6(f) in cash or, if applicable, in bank. Such shares of Voting Common Stock or if a combination of cash and Voting Common Stock, the portions of the Redemption Price in respect of which the Corporation will pay in cash and shares of Voting Common Stock;
(iii) the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case Redemption Price has been paid as of the date of such notice;
(iv) if such Mandatory Redemption Event is proposed to aforesaid shall thereupon be made in connection with, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023, the Transaction Consideration, the number of Additional Shares and the additional Transaction Consideration which such holder would be entitled to receive pursuant to the provisions of Section 8.
(v) that shares of redeemed. If less than all the Series A Cumulative Convertible Preferred Preference Shares which are represented by any certificate shall be redeemed, a new certificate for the subject of such redemption may balance shall be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;
(vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate;
(vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price;
(viii) if fewer than all the outstanding shares of the Series A Cumulative Convertible Preferred Shares are to be redeemed by the Corporation, the number of shares to be redeemed of the Series A Cumulative Convertible Preferred Shares;
(ix) that, unless the Corporation defaults in making payment of such Redemption Price, dividends in respect of the shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption will cease to accumulate on issued. From and after the Redemption Date;
(x) , the private placement number Holders of the Series A Cumulative Convertible Preferred Shares; and
(xi) Preference Shares called for redemption shall cease to be entitled to dividends or to exercise any other information of the rights of Holders in respect thereof unless payment of the Redemption Price shall not be made in accordance with the foregoing provisions, in which case the rights of the Holders shall remain unimpaired. The Corporation wishes shall have the right at any time after mailing a Notice of Redemption to presentdeposit the Redemption Price of the shares thereby called for redemption, or such part thereof as at the time of deposit has not been claimed by the persons entitled thereto, in any Canadian chartered bank or trust company in Canada specified in the Notice of Redemption or in a subsequent notice to the Holders in respect of which the deposit is made, in a special account for the Holders of such shares, and upon such deposit being made or upon the Redemption Date, whichever is later, the Series A Preference Shares in respect of which such deposit shall have been made shall be deemed to be redeemed and the rights of each Holder shall be limited to receiving, without interest, his proportionate part of the Redemption Price so deposited upon presentation and surrender of the certificate representing his shares to be redeemed. Any interest on such deposit shall belong to the Corporation.
Appears in 1 contract
Redemption Procedure. Within 15 days after an Officer becomes aware (i) Notice of any event or condition which could reasonably redemption pursuant to this Section 9 (a "Call Notice") of Series C Preferred Interests will be expected given by the Partnership by mail to give rise each record holder to a Mandatory Redemption Event (other than a Voluntary Acquisition Transaction), within five Business Days after a Voluntary Acquisition Transaction shall have been announced to the public or becomes a matter of public record and in the event the Corporation elects a Corporation Option Redemption, be redeemed not less fewer than 30 days nor more than 60 days prior to the Redemption Date specified by the Corporation, the Corporation shall send a written notice by first class mail to each holder of record date fixed for redemption thereof. For purposes of the calculation of the date of redemption and the dates on which the Call Notice is given, a Call Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to such holders of Series A Cumulative Convertible C Preferred Shares Interests. Each Call Notice shall be addressed to such holders of Series C Preferred Interests at such holder’s registered address, stating:
(i) the address of the holder appearing in the case books and records of a Corporation Option Redemption, the Redemption Date and, Partnership. No defect in the case Call Notice or in the mailing thereof or publication of its contents shall affect the validity of the occurrence or potential occurrence of a Mandatory Redemption Event, the events causing such Mandatory Redemption Event and the date upon which such Mandatory Redemption Event occurred or is expected to occur (the “Proposed Redemption Date”);redemption proceedings.
(ii) In the Redemption Price event that will be payable with respect to the shares of the Series A Cumulative Convertible Preferred Shares as of the Redemption Date or the Proposed Redemption Date, and whether such Redemption Price will be paid, subject to the provisions of Section 6(f) in cash or, if applicable, in shares of Voting Common Stock or if a combination of cash and Voting Common Stock, the portions of the Redemption Price in respect of which the Corporation will pay in cash and shares of Voting Common Stock;
(iii) the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case as of the date of such notice;
(iv) if such Mandatory Redemption Event is proposed to be made in connection with, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023, the Transaction Consideration, the number of Additional Shares and the additional Transaction Consideration which such holder would be entitled to receive pursuant to the provisions of Section 8.
(v) that shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;
(vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate;
(vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price;
(viii) if fewer than all the outstanding shares Series C Preferred Interests are to be redeemed, the Series C Preferred Interests to be redeemed will be selected at the Partnership's discretion.
(iii) If the Partnership gives a Call Notice in respect of Series C Preferred Interests, then upon the date fixed for redemption of the Series A Cumulative Convertible C Preferred Shares are to be redeemed by Interests, all rights of the Corporation, the number of shares to be redeemed holders of the Series A Cumulative Convertible C Preferred Shares;
(ix) thatInterests so called for redemption will cease, unless except the Corporation defaults in making right of the holders of such securities to receive the Call Price. In the event that any date fixed for redemption of Series C Preferred Interests is not a business day, then payment of the Call Price payable on such Redemption Price, dividends date will be made on the next succeeding day which is a business day (and without any interest or other payment in respect of any such delay), except that, if such business day falls in the shares next calendar year, such payment will be made on the immediately preceding business day. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.] DESIGNATION OF SERIES D 9 1/2% PREFERRED LIMITED PARTNER INTERESTS This Exhibit 5 constitutes a designation in accordance with Section 2.4 of the Second Amended and Restated Agreement of Limited Partnership (the "Agreement"). This designation authorizes the issuance of Series A Cumulative Convertible D 9 1/2% Preferred Shares which are the subject of such redemption will cease to accumulate on and after the Redemption Date;
(x) the private placement number Limited Partner Interests of the Series A Cumulative Convertible Preferred Shares; and
(xi) any other information Partnership under the Corporation wishes to presentterms set forth below. The defined terms used but not defined in this Exhibit 5 shall have the meaning ascribed thereto in the Agreement.
Appears in 1 contract
Redemption Procedure. Within 15 days On or after an Officer becomes aware the date fixed for redemption as stated in the Optional Redemption Notice, each holder of the shares of Series A Preferred Stock called for redemption shall surrender the certificate or certificates evidencing such shares of Series A Preferred Stock to the Corporation at the place designated in such notice, and shall thereupon be entitled to receive payment of the aggregate Redemption Price. If fewer than all the shares of Series A Preferred Stock represented by any event such surrendered certificate or condition which could reasonably certificates are redeemed, a new certificate shall be expected to give rise to a Mandatory Redemption Event (other than a Voluntary Acquisition Transaction)issued representing the unredeemed shares of Series A Preferred Stock. If, within five Business Days after a Voluntary Acquisition Transaction on the date fixed for redemption, funds necessary for the redemption shall be available therefor and shall have been announced to irrevocably deposited or set aside, then, notwithstanding that the public or becomes a matter of public record and in the event the Corporation elects a Corporation Option Redemption, certificates evidencing any shares called for redemption shall not less than 30 days nor more than 60 days prior to the Redemption Date specified by the Corporationhave been surrendered, the Corporation shall send a written notice by first class mail to each holder of record of the Series A Cumulative Convertible Preferred Shares at such holder’s registered address, stating:
(i) in the case of a Corporation Option Redemption, the Redemption Date and, in the case of the occurrence or potential occurrence of a Mandatory Redemption Event, the events causing such Mandatory Redemption Event and the date upon which such Mandatory Redemption Event occurred or is expected to occur (the “Proposed Redemption Date”);
(ii) the Redemption Price that will be payable dividends with respect to the shares of the Series A Cumulative Convertible Preferred Shares as of the Redemption Date or the Proposed Redemption Date, and whether such Redemption Price will be paid, subject to the provisions of Section 6(f) in cash or, if applicable, in shares of Voting Common Stock or if a combination of cash and Voting Common Stock, the portions of the Redemption Price in respect of which the Corporation will pay in cash and shares of Voting Common Stock;
(iii) the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case as of the date of such notice;
(iv) if such Mandatory Redemption Event is proposed to be made in connection with, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023, the Transaction Consideration, the number of Additional Shares and the additional Transaction Consideration which such holder would be entitled to receive pursuant to the provisions of Section 8.
(v) that shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;
(vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate;
(vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price;
(viii) if fewer than all the outstanding shares of the Series A Cumulative Convertible Preferred Shares are to be redeemed by the Corporation, the number of shares to be redeemed of the Series A Cumulative Convertible Preferred Shares;
(ix) that, unless the Corporation defaults in making payment of such Redemption Price, dividends in respect of the shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption will so called shall cease to accumulate on and after the Redemption Date;
date fixed for redemption, such shares of Series A Preferred Stock shall no longer be deemed outstanding, the holders thereof shall cease to be shareholders with respect to such shares, and all rights whatsoever with respect to such shares (x) except the private placement number right of the holders thereof to receive the aggregate Redemption Price, without interest, upon surrender of their certificates) shall terminate. If any holder of shares of Series A Cumulative Convertible Preferred Shares; and
(xi) any other information Stock to be redeemed has lost, misplaced or is otherwise unable to deliver the certificates representing such shares, such holder shall execute and deliver an affidavit of loss in customary form containing an indemnification of the Corporation wishes with respect to presentany undelivered certificates, and upon such execution and delivery the former holder of such shares shall become entitled to receive the aggregate Redemption Price.
Appears in 1 contract
Sources: Merger Agreement (Uron Inc)
Redemption Procedure. Within 15 days after an Officer becomes aware a. The Company shall give notice of any event or condition which could reasonably be expected to give rise to a Mandatory Redemption Event (other than a Voluntary Acquisition Transaction), within five Business Days after a Voluntary Acquisition Transaction shall have been announced the redemption to the public Seller or becomes a matter the Holder of public record the Notes, by mailing notice of such redemption by first class mail, postage prepaid, at least 10 days and in the event the Corporation elects a Corporation Option Redemption, not less more than 30 days nor more than 60 days prior to the Redemption Date specified by date fixed for redemption. In the Corporationcase of mandatory redemption pursuant to Section 2.3, the Corporation date fixed for redemption shall send a written notice by first class mail to each holder of record be 15 days following the date of the Series A Cumulative Convertible Preferred Shares at such holder’s registered address, stating:
closing of the IPO. The notice of redemption shall specify (i) the Note Redemption Price, (ii) the date fixed for redemption, (iii) the amount of the Note Redemption Price to be paid in cash and/or common stock of the Company, (iv) the place or places of payment (at least one of which must be New York City), (v) that payment will be made upon presentation and surrender of the IPO Note or the Remainder Note, as the case of a Corporation Option Redemptionmay be, the Redemption Date andand (vi) that, in the case of the occurrence or potential occurrence Remainder Note, interest, if any, accrued to the date fixed for redemption will be paid as specified in such notice.
b. If notice of a Mandatory Redemption Eventredemption has been given as provided in Section 2.5 (a) above, the events causing such Mandatory Redemption Event IPO Note or the Remainder Note, as the case may be, shall become due and payable on the date upon which and at the place or places stated in such Mandatory notice at the Note Redemption Event occurred Price, and on and after said date (unless the Company shall default in the payment of such notes at the Note Redemption Price), the Seller or is expected to occur (the “Proposed Redemption Date”);
(ii) Holder, as the Redemption Price that will be payable with respect to the shares case may be, of the Series A Cumulative Convertible Preferred Shares as of the Redemption Date IPO Note or the Proposed Redemption DateRemainder Note, and whether such Redemption Price will be paidas the case may be, subject to the provisions of Section 6(f) in cash or, if applicable, in shares of Voting Common Stock or if a combination of cash and Voting Common Stock, the portions of the Redemption Price shall have no right in respect of which such notes except the Corporation will pay in cash right to receive the Note Redemption Price. On presentation and shares of Voting Common Stock;
(iii) the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case as surrender of the date IPO Note or the Remainder Note, as the case may be, at a place of payment specified in the notice, such notice;
(iv) if such Mandatory Redemption Event is proposed to notes shall be made in connection with, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023, the Transaction Consideration, the number of Additional Shares paid and the additional Transaction Consideration which such holder would be entitled to receive pursuant to the provisions of Section 8.
(v) that shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;
(vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate;
(vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price;
(viii) if fewer than all the outstanding shares of the Series A Cumulative Convertible Preferred Shares are to be redeemed by the Corporation, Company at the number Note Redemption Price.
c. In the event of shares to be redeemed a redemption of the Series A Cumulative Convertible Preferred Shares;
Notes pursuant to Section 2.4 and the Seller (ixor the Holder) that, unless the Corporation defaults in making payment of such Redemption Price, dividends in respect of the shares Notes is required to accept payment in common stock of the Series A Cumulative Convertible Preferred Shares which are Company, such party as a condition to delivery of certificates representing such shares, executes and delivers to the subject of Company (if it has not already done so) a Shareholder Agreement in the form attached hereto as Attachment 4 ("SHAREHOLDER AGREEMENT"). Ownership in such redemption will cease to accumulate on and after shares shall not vest in the Redemption Date;
Seller (xor the Holder) until such time as the private placement number of Company receives the Series A Cumulative Convertible Preferred Shares; and
(xi) any other information the Corporation wishes to presentexecuted Shareholder Agreement.
Appears in 1 contract
Sources: Share Purchase Agreement (Khanty Mansiysk Oil Corp)
Redemption Procedure. Within 15 days after an Officer becomes aware of any event or condition which could reasonably be expected to give rise to a Mandatory Redemption Event (other than a Voluntary Acquisition Transaction), within five Business Days after a Voluntary Acquisition Transaction shall have been announced to the public or becomes a matter of public record and in the event the Corporation elects a Corporation Option Redemption, not less than 30 days nor more than 60 days prior to the Redemption Date specified by the Corporation, the 1) The Corporation shall send a written notice by first class mail to each holder of record redeem all or any portion of the Series A Cumulative Convertible Preferred Shares at such holder’s registered address, stating:
(i) in the case of a Corporation Option Redemption, the Redemption Date and, in the case of the occurrence or potential occurrence of a Mandatory Redemption Event, the events causing such Mandatory Redemption Event and the date upon which such Mandatory Redemption Event occurred or is expected to occur (the “Proposed Redemption Date”);
(ii) the Redemption Price that will be payable with respect by providing written notice to the shares of the Series A Cumulative Convertible Preferred Shares as of the Redemption Date or the Proposed Redemption Dateholders, and whether such Redemption Price will which notice shall be paid, subject to the provisions of mailed in accordance with Section 6(f) in cash or, if applicable, in shares of Voting Common Stock or if a combination of cash and Voting Common Stock, the portions of the Redemption Price in respect of which the Corporation will pay in cash and shares of Voting Common Stock;
(iii) the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case as of the date of such notice;
(iv) if such Mandatory Redemption Event is proposed to be made in connection with, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023, the Transaction Consideration, the number of Additional Shares and the additional Transaction Consideration which such holder would be entitled to receive pursuant to the provisions of Section 8.
(v) that shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;
(vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate;
(vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price;
(viii) if fewer than all the outstanding shares of the Series A Cumulative Convertible Preferred Shares are to be redeemed by the Corporation, 12. Such notice shall state the number of shares to be redeemed and the COC Redemption Date, which date shall be within 20 calendar days of the date of such notice. The Corporation shall be entitled to utilize any method chosen by the Board of Directors thereof in order to determine which Series A Cumulative Convertible Preferred Shares;Shares to redeem. Payment for such redeemed shares shall be made by the Corporation within two Business Days following the COC Redemption Date.
(ix2) thatFrom and after the close of business on the COC Redemption Date, unless and provided that the COC Redemption Price for such Series A Preferred Shares has been received by the relevant holder, each Series A Preferred Share redeemed in accordance with this Section 10 shall no longer be deemed outstanding and all rights with respect to any such share shall forthwith cease following such redemption, except only the right of the holder thereof to receive, upon presentation in accordance with the requirements of this Section 10 below of the certificate or certificates, or delivery of a Lost Stock Agreement, representing shares redeemed pursuant to this Section 10, the applicable COC Redemption Price for such share, without interest thereon. Notwithstanding anything to the contrary herein, the Corporation defaults in making shall not be required to make any payment of such Redemption Price, dividends in respect of Series A Preferred Shares redeemed pursuant to this Section 10 until actual delivery to the Corporation or its agents of the certificates, or a Lost Stock Agreement, representing the shares redeemed hereby, such delivery to be conducted in accordance with the requirements of the paragraph (c) of this Section 10.
(3) All Series A Cumulative Convertible Preferred Shares which are the subject of such redemption will cease redeemed pursuant to accumulate on and after the Redemption Date;
this paragraph (xb)(3) the private placement number of the Series A Cumulative Convertible Preferred Shares; and
(xi) any other information the Corporation wishes to presentshall be cancelled.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Marathon Acquisition Corp.)
Redemption Procedure. Within 15 days after an Officer becomes aware (i) Notice of any event or condition which could reasonably redemption pursuant to this Section 9 (a "Call Notice") of Series E Preferred Interests will be expected given by the Partnership by mail to give rise each record holder to a Mandatory Redemption Event (other than a Voluntary Acquisition Transaction), within five Business Days after a Voluntary Acquisition Transaction shall have been announced to the public or becomes a matter of public record and in the event the Corporation elects a Corporation Option Redemption, be redeemed not less fewer than 30 days nor more than 60 days prior to the Redemption Date specified by the Corporation, the Corporation shall send a written notice by first class mail to each holder of record date fixed for redemption thereof. For purposes of the calculation of the date of redemption and the dates on which the Call Notice is given, a Call Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to such holders of Series A Cumulative Convertible E Preferred Shares Interests. Each Call Notice shall be addressed to such holders of Series E Preferred Interests at such holder’s registered address, stating:
(i) the address of the holder appearing in the case books and records of a Corporation Option Redemption, the Redemption Date and, Partnership. No defect in the case Call Notice or in the mailing thereof or publication of its contents shall affect the validity of the occurrence or potential occurrence of a Mandatory Redemption Event, the events causing such Mandatory Redemption Event and the date upon which such Mandatory Redemption Event occurred or is expected to occur (the “Proposed Redemption Date”);redemption proceedings.
(ii) In the Redemption Price event that will be payable with respect to the shares of the Series A Cumulative Convertible Preferred Shares as of the Redemption Date or the Proposed Redemption Date, and whether such Redemption Price will be paid, subject to the provisions of Section 6(f) in cash or, if applicable, in shares of Voting Common Stock or if a combination of cash and Voting Common Stock, the portions of the Redemption Price in respect of which the Corporation will pay in cash and shares of Voting Common Stock;
(iii) the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case as of the date of such notice;
(iv) if such Mandatory Redemption Event is proposed to be made in connection with, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023, the Transaction Consideration, the number of Additional Shares and the additional Transaction Consideration which such holder would be entitled to receive pursuant to the provisions of Section 8.
(v) that shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;
(vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate;
(vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price;
(viii) if fewer than all the outstanding shares Series E Preferred Interests are to be redeemed, the Series E Preferred Interests to be redeemed will be selected at the Partnership's discretion.
(iii) If the Partnership gives a Call Notice in respect of Series E Preferred Interests, then upon the date fixed for redemption of the Series A Cumulative Convertible E Preferred Shares are to be redeemed by Interests, all rights of the Corporation, the number of shares to be redeemed holders of the Series A Cumulative Convertible E Preferred Shares;
(ix) thatInterests so called for redemption will cease, unless except the Corporation defaults in making right of the holders of such securities to receive the Call Price. In the event that any date fixed for redemption of Series E Preferred Interests is not a business day, then payment of the Call Price payable on such Redemption Price, dividends date will be made on the next succeeding day which is a business day (and without any interest or other payment in respect of any such delay), except that, if such business day falls in the shares of next calendar year, such payment will be made on the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption will cease to accumulate on and after the Redemption Date;
(x) the private placement number of the Series A Cumulative Convertible Preferred Shares; and
(xi) any other information the Corporation wishes to presentimmediately preceding business day.
Appears in 1 contract
Redemption Procedure. Within 15 days after an Officer becomes aware In the case of any event or condition which could reasonably be expected to give rise to a Mandatory Redemption Event (other than a Voluntary Acquisition Transaction), within five Business Days after a Voluntary Acquisition Transaction shall have been announced to redemption of Class A Shares under the public or becomes a matter provisions of public record and in the event the Corporation elects a Corporation Option Redemption, not less than 30 days nor more than 60 days prior to the Redemption Date specified by the CorporationSubsection 5(1) hereof, the Corporation shall send a written notice by first class at least 30 days before the date specified for redemption mail to each person who at the date of mailing is a registered holder of record Class A Shares to be redeemed a notice in writing of the Series intention of the Corporation to redeem such Class A Cumulative Convertible Preferred Shares Shares. Such notice shall be mailed by letter, postage prepaid, addressed to each such shareholder at such holder’s registered address, stating:
(i) his address as it appears on the records of the Corporation or in the case of a Corporation Option Redemption, the Redemption Date and, in the case event of the occurrence address of any such shareholder not so appearing then to the last known address of such shareholder; provided, however, that accidental failure to give any such notice to one or potential occurrence more of a Mandatory such shareholders shall not affect the validity of such redemption. Such notice shall set out the Preference Redemption Event, the events causing such Mandatory Redemption Event Price and the date upon on which such Mandatory Redemption Event occurred redemption is to take place and, if part only of the shares held by the person to whom it is addressed are to be redeemed, the number thereof so to be redeemed. On or is expected after the date so specified for redemption, the Corporation shall pay or cause to occur (be paid to or to the “Proposed Redemption Date”);
(ii) order of the registered holders of the Class A Shares to be redeemed the Preference Redemption Price that will thereof on presentation and surrender at the registered office of the Corporation or any other place designated in such notice of the certificates representing the Class A Shares called for redemption. Such payment shall be made by cheque payable with respect to at par at any branch of the Corporation's bank in Canada. If a part only of the shares represented by any certificate be redeemed, a new certificate for the balance shall be issued at the expense of the Series Corporation. From and after the date specified for redemption in any such notice the Class A Cumulative Convertible Preferred Shares as called for redemption shall cease to be entitled to dividends and the holders thereof shall not be entitled to exercise any of the Redemption Date or rights of shareholders in respect thereof unless payment of the Proposed Redemption Date, and whether such Preference Redemption Price will shall not be paid, subject to made upon presentation of certificates in accordance with the provisions of Section 6(f) in cash or, if applicableforegoing provisions, in shares of Voting Common Stock or if a combination of cash and Voting Common Stock, which case the portions rights of the shareholders shall remain unaffected. The Corporation shall have the right at any time after the mailing of notice of its intention to redeem any Class A Shares to deposit the Preference Redemption Price in respect of which the Corporation will pay in cash and shares so called for redemption or of Voting Common Stock;
(iii) such of the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case said shares represented by certificates as of have not at the date of such deposit been surrendered by the holders thereof in connection with such redemption to a special account in any chartered bank or in any trust company in Canada, named in such notice;
(iv) if such Mandatory Redemption Event is proposed , to be paid without interest to or to the order of the respective holders of such Class A Shares called for redemption upon presentation and surrender to such bank or trust company of the certificates representing the same, and upon such deposit being made or upon the date specified for redemption in connection withsuch notice, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023whichever is later, the Transaction Consideration, the number of Additional Class A Shares in respect whereof such deposit shall have been made shall be redeemed and the additional Transaction Consideration which rights of the holders thereof after such holder would deposit or such redemption date, as the case may be, shall be entitled limited to receive pursuant receiving without interest their proportionate part of the total Preference Redemption Price so deposited against presentation and surrender of the said certificates held by them respectively and any interest allowed on such deposit shall belong to the provisions of Section 8Corporation.
(v) that shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;
(vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate;
(vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price;
(viii) if fewer than all the outstanding shares of the Series A Cumulative Convertible Preferred Shares are to be redeemed by the Corporation, the number of shares to be redeemed of the Series A Cumulative Convertible Preferred Shares;
(ix) that, unless the Corporation defaults in making payment of such Redemption Price, dividends in respect of the shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption will cease to accumulate on and after the Redemption Date;
(x) the private placement number of the Series A Cumulative Convertible Preferred Shares; and
(xi) any other information the Corporation wishes to present.
Appears in 1 contract
Sources: Subscription Agreement
Redemption Procedure. Within 15 days after an Officer becomes aware (1) Upon the occurrence of any event a Warrant Trigger Event or condition which could reasonably be expected to give rise to a Mandatory Redemption Event (other than a Voluntary Acquisition Transaction)Significant Transaction Event, within five Business Days after a Voluntary Acquisition Transaction shall have been announced to the public or becomes a matter of public record and in the event the Corporation elects a Corporation Option Redemption, not less than 30 days nor more than 60 days prior to the Redemption Date specified by the Corporationas applicable, the Corporation shall send a provide written notice by first class mail to each holder of record of the Series A Cumulative Convertible Preferred Shares at such holder’s registered address, stating:
(i) in the case of a Corporation Option Redemption, the Redemption Date and, in the case of the occurrence or potential occurrence of a Mandatory Redemption Event, the events causing such Mandatory Redemption Event and the date upon which such Mandatory Redemption Event occurred or is expected to occur (the “Proposed Redemption Date”);
(ii) the Redemption Price that will be payable with respect to the shares of the Series A Cumulative Convertible Preferred Shares as of the Redemption Date or the Proposed Redemption Dateholders, and whether such Redemption Price will which notice shall be paid, subject to the provisions of given in accordance with Section 6(f) in cash or, if applicable, in shares of Voting Common Stock or if a combination of cash and Voting Common Stock, the portions of the Redemption Price in respect of which the Corporation will pay in cash and shares of Voting Common Stock;
(iii) the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case as of the date of such notice;
(iv) if such Mandatory Redemption Event is proposed to be made in connection with, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023, the Transaction Consideration, the number of Additional Shares and the additional Transaction Consideration which such holder would be entitled to receive pursuant to the provisions of Section 8.
(v) that shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;
(vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate;
(vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price;
(viii) if fewer than all the outstanding shares of the Series A Cumulative Convertible Preferred Shares are to be redeemed by the Corporation, 12. Such notice shall state the number of shares to be redeemed and the Certain Event Mandatory Redemption Date, which date shall be within 20 calendar days of the date of such notice. Payment for such redeemed shares shall be made by the Corporation within two Business Days following the Certain Event Mandatory Redemption Date.
(2) From and after the close of business on the Certain Event Mandatory Redemption Date, and provided that the Certain Event Mandatory Redemption Price for the Series A Cumulative Convertible Preferred Shares;
(ix) thatShares has been received by the relevant holder, unless each Series A Preferred Share redeemed in accordance with this Section 8 shall no longer be deemed outstanding and all rights with respect to any such share shall forthwith cease following such redemption, except only the right of the holder thereof to receive, upon presentation in accordance with the requirements of this Section 8 below of the certificate or certificates, or Lost Stock Agreement, representing shares redeemed pursuant to this Section 8, the applicable Certain Event Mandatory Redemption Price for such share, without interest thereon. Notwithstanding anything to the contrary herein, the Corporation defaults in making shall not be required to make any payment of such Redemption Price, dividends in respect of Series A Preferred Shares redeemed pursuant to this Section 8 until actual delivery to the Corporation or its agents of the certificates representing the shares redeemed hereby, or a Lost Stock Agreement, such delivery to be conducted in accordance with the requirements of the paragraph (c) of this Section 8.
(3) All Series A Cumulative Convertible Preferred Shares which are the subject of such redemption will cease redeemed pursuant to accumulate on and after the Redemption Date;
(x) the private placement number of the Series A Cumulative Convertible Preferred Shares; and
(xi) any other information the Corporation wishes to presentthis Section 8 shall be cancelled.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Marathon Acquisition Corp.)
Redemption Procedure. Within 15 days after an Officer becomes aware (i) Notice of any event or condition which could reasonably redemption pursuant to this Section 9 (a "Call Notice") of Series E Preferred Interests will be expected given by the Partnership by mail to give rise each record holder to a Mandatory Redemption Event (other than a Voluntary Acquisition Transaction), within five Business Days after a Voluntary Acquisition Transaction shall have been announced to the public or becomes a matter of public record and in the event the Corporation elects a Corporation Option Redemption, be redeemed not less fewer than 30 days nor more than 60 days prior to the Redemption Date specified by the Corporation, the Corporation shall send a written notice by first class mail to each holder of record date fixed for redemption thereof. For purposes of the calculation of the date of redemption and the dates on which the Call Notice is given, a Call Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to such holders of Series A Cumulative Convertible E Preferred Shares Interests. Each Call Notice shall be addressed to such holders of Series E Preferred Interests at such holder’s registered address, stating:
(i) the address of the holder appearing in the case books and records of a Corporation Option Redemption, the Redemption Date and, Partnership. No defect in the case of the occurrence or potential occurrence of a Mandatory Redemption Event, the events causing such Mandatory Redemption Event and the date upon which such Mandatory Redemption Event occurred or is expected to occur (the “Proposed Redemption Date”);Call Notice
(ii) In the Redemption Price event that will be payable with respect to the shares of the Series A Cumulative Convertible Preferred Shares as of the Redemption Date or the Proposed Redemption Date, and whether such Redemption Price will be paid, subject to the provisions of Section 6(f) in cash or, if applicable, in shares of Voting Common Stock or if a combination of cash and Voting Common Stock, the portions of the Redemption Price in respect of which the Corporation will pay in cash and shares of Voting Common Stock;
(iii) the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case as of the date of such notice;
(iv) if such Mandatory Redemption Event is proposed to be made in connection with, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023, the Transaction Consideration, the number of Additional Shares and the additional Transaction Consideration which such holder would be entitled to receive pursuant to the provisions of Section 8.
(v) that shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;
(vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate;
(vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price;
(viii) if fewer than all the outstanding shares Series E Preferred Interests are to be redeemed, the Series E Preferred Interests to be redeemed will be selected at the Partnership's discretion.
(iii) If the Partnership gives a Call Notice in respect of Series E Preferred Interests, then upon the date fixed for redemption of the Series A Cumulative Convertible E Preferred Shares are to be redeemed by Interests, all rights of the Corporation, the number of shares to be redeemed holders of the Series A Cumulative Convertible E Preferred Shares;
(ix) thatInterests so called for redemption will cease, unless except the Corporation defaults in making right of the holders of such securities to receive the Call Price. In the event that any date fixed for redemption of Series E Preferred Interests is not a business day, then payment of the Call Price payable on such Redemption Price, dividends date will be made on the next succeeding day which is a business day (and without any interest or other payment in respect of any such delay), except that, if such business day falls in the shares of next calendar year, such payment will be made on the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption will cease to accumulate on and after the Redemption Date;
(x) the private placement number of the Series A Cumulative Convertible Preferred Shares; and
(xi) any other information the Corporation wishes to presentimmediately preceding business day.
Appears in 1 contract
Redemption Procedure. Within 15 days after an Officer becomes aware (i) Notice of any event or condition which could reasonably redemption pursuant to this Section 9 (a "Call Notice") of Series D Preferred Interests will be expected given by the Partnership by mail to give rise each record holder to a Mandatory Redemption Event (other than a Voluntary Acquisition Transaction), within five Business Days after a Voluntary Acquisition Transaction shall have been announced to the public or becomes a matter of public record and in the event the Corporation elects a Corporation Option Redemption, be redeemed not less fewer than 30 days nor more than 60 days prior to the Redemption Date specified by the Corporation, the Corporation shall send a written notice by first class mail to each holder of record date fixed for redemption thereof. For purposes of the calculation of the date of redemption and the dates on which the Call Notice is given, a Call Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to such holders of Series A Cumulative Convertible D Preferred Shares Interests. Each Call Notice shall be addressed to such holders of Series D Preferred Interests at such holder’s registered address, stating:
(i) the address of the holder appearing in the case books and records of a Corporation Option Redemption, the Redemption Date and, Partnership. No defect in the case Call Notice or in the mailing thereof or publication of its contents shall affect the validity of the occurrence or potential occurrence of a Mandatory Redemption Event, the events causing such Mandatory Redemption Event and the date upon which such Mandatory Redemption Event occurred or is expected to occur (the “Proposed Redemption Date”);redemption proceedings.
(ii) In the Redemption Price event that will be payable with respect to the shares of the Series A Cumulative Convertible Preferred Shares as of the Redemption Date or the Proposed Redemption Date, and whether such Redemption Price will be paid, subject to the provisions of Section 6(f) in cash or, if applicable, in shares of Voting Common Stock or if a combination of cash and Voting Common Stock, the portions of the Redemption Price in respect of which the Corporation will pay in cash and shares of Voting Common Stock;
(iii) the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case as of the date of such notice;
(iv) if such Mandatory Redemption Event is proposed to be made in connection with, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023, the Transaction Consideration, the number of Additional Shares and the additional Transaction Consideration which such holder would be entitled to receive pursuant to the provisions of Section 8.
(v) that shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;
(vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate;
(vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price;
(viii) if fewer than all the outstanding shares Series D Preferred Interests are to be redeemed, the Series D Preferred Interests to be redeemed will be selected at the Partnership's discretion.
(iii) If the Partnership gives a Call Notice in respect of Series D Preferred Interests, then upon the date fixed for redemption of the Series A Cumulative Convertible D Preferred Shares are to be redeemed by Interests, all rights of the Corporation, the number of shares to be redeemed holders of the Series A Cumulative Convertible D Preferred Shares;
(ix) thatInterests so called for redemption will cease, unless except the Corporation defaults in making right of the holders of such securities to receive the Call Price. In the event that any date fixed for redemption of Series D Preferred Interests is not a business day, then payment of the Call Price payable on such Redemption Price, dividends date will be made on the next succeeding day which is a business day (and without any interest or other payment in respect of any such delay), except that, if such business day falls in the shares of next calendar year, such payment will be made on the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption will cease to accumulate on and after the Redemption Date;
(x) the private placement number of the Series A Cumulative Convertible Preferred Shares; and
(xi) any other information the Corporation wishes to presentimmediately preceding business day. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
Appears in 1 contract
Redemption Procedure. Within 15 days after an Officer becomes aware (i) Notice of any event or condition which could reasonably redemption pursuant to this Section 9 (a "Call Notice") of Series B Preferred Interests will be expected given by the Partnership by mail to give rise each record holder to a Mandatory Redemption Event (other than a Voluntary Acquisition Transaction), within five Business Days after a Voluntary Acquisition Transaction shall have been announced to the public or becomes a matter of public record and in the event the Corporation elects a Corporation Option Redemption, be redeemed not less fewer than 30 days nor more than 60 days prior to the Redemption Date specified by the Corporation, the Corporation shall send a written notice by first class mail to each holder of record date fixed for redemption thereof. For purposes of the calculation of the date of redemption and the dates on which the Call Notice is given, a Call Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to such holders of Series A Cumulative Convertible B Preferred Shares Interests. Each Call Notice shall be addressed to such holders of Series B Preferred Interests at such holder’s registered address, stating:
(i) the address of the holder appearing in the case books and records of a Corporation Option Redemption, the Redemption Date and, Partnership. No defect in the case Call Notice or in the mailing thereof or publication of its contents shall affect the validity of the occurrence or potential occurrence of a Mandatory Redemption Event, the events causing such Mandatory Redemption Event and the date upon which such Mandatory Redemption Event occurred or is expected to occur (the “Proposed Redemption Date”);redemption proceedings.
(ii) In the Redemption Price event that will be payable with respect to the shares of the Series A Cumulative Convertible Preferred Shares as of the Redemption Date or the Proposed Redemption Date, and whether such Redemption Price will be paid, subject to the provisions of Section 6(f) in cash or, if applicable, in shares of Voting Common Stock or if a combination of cash and Voting Common Stock, the portions of the Redemption Price in respect of which the Corporation will pay in cash and shares of Voting Common Stock;
(iii) the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case as of the date of such notice;
(iv) if such Mandatory Redemption Event is proposed to be made in connection with, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023, the Transaction Consideration, the number of Additional Shares and the additional Transaction Consideration which such holder would be entitled to receive pursuant to the provisions of Section 8.
(v) that shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;
(vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate;
(vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price;
(viii) if fewer than all the outstanding shares Series B Preferred Interests are to be redeemed, the Series B Preferred Interests to be redeemed will be selected at the Partnership's discretion.
(iii) If the Partnership gives a Call Notice in respect of Series B Preferred Interests, then upon the date fixed for redemption of the Series A Cumulative Convertible B Preferred Shares are to be redeemed by Interests, all rights of the Corporation, the number of shares to be redeemed holders of the Series A Cumulative Convertible B Preferred Shares;
(ix) thatInterests so called for redemption will cease, unless except the Corporation defaults in making right of the holders of such securities to receive the Call Price. In the event that any date fixed for redemption of Series B Preferred Interests is not a business day, then payment of the Call Price payable on such Redemption Price, dividends date will be made on the next succeeding day which is a business day (and without any interest or other payment in respect of any such delay), except that, if such business day falls in the shares of next calendar year, such payment will be made on the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption will cease to accumulate on and after the Redemption Date;
(x) the private placement number of the Series A Cumulative Convertible Preferred Shares; and
(xi) any other information the Corporation wishes to presentimmediately preceding business day. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]
Appears in 1 contract
Redemption Procedure. Within 15 days after an Officer becomes aware (i) Notice of any event or condition which could reasonably redemption pursuant to this Section 9 (a "Call Notice") of Series A Preferred Interests will be expected given by the Partnership by mail to give rise each record holder to a Mandatory Redemption Event (other than a Voluntary Acquisition Transaction), within five Business Days after a Voluntary Acquisition Transaction shall have been announced to the public or becomes a matter of public record and in the event the Corporation elects a Corporation Option Redemption, be redeemed not less fewer than 30 days nor more than 60 days prior to the Redemption Date specified by the Corporation, the Corporation shall send a written notice by first class mail to each holder of record date fixed for redemption thereof. For purposes of the calculation of the date of redemption and the dates on which the Call Notice is given, a Call Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to such holders of Series A Cumulative Convertible Preferred Shares Interests. Each Call Notice shall be addressed to such holders of Series A Preferred Interests at such holder’s registered address, stating:
(i) the address of the holder appearing in the case books and records of a Corporation Option Redemption, the Redemption Date and, Partnership. No defect in the case Call Notice or in the mailing thereof or publication of its contents shall affect the validity of the occurrence or potential occurrence of a Mandatory Redemption Event, the events causing such Mandatory Redemption Event and the date upon which such Mandatory Redemption Event occurred or is expected to occur (the “Proposed Redemption Date”);redemption proceedings.
(ii) In the Redemption Price event that will be payable with respect to the shares of the Series A Cumulative Convertible Preferred Shares as of the Redemption Date or the Proposed Redemption Date, and whether such Redemption Price will be paid, subject to the provisions of Section 6(f) in cash or, if applicable, in shares of Voting Common Stock or if a combination of cash and Voting Common Stock, the portions of the Redemption Price in respect of which the Corporation will pay in cash and shares of Voting Common Stock;
(iii) the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case as of the date of such notice;
(iv) if such Mandatory Redemption Event is proposed to be made in connection with, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023, the Transaction Consideration, the number of Additional Shares and the additional Transaction Consideration which such holder would be entitled to receive pursuant to the provisions of Section 8.
(v) that shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;
(vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate;
(vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price;
(viii) if fewer than all the outstanding shares Series A Preferred Interests are to be redeemed, the Series A Preferred Interests to be redeemed will be selected at the Partnership's discretion.
(iii) If the Partnership gives a Call Notice in respect of Series A Preferred Interests, then upon the date fixed for redemption of the Series A Cumulative Convertible Preferred Shares are to be redeemed by Interests, all rights of the Corporation, the number of shares to be redeemed holders of the Series A Cumulative Convertible Preferred Shares;
(ix) thatInterests so called for redemption will cease, unless except the Corporation defaults in making right of the holders of such securities to receive the Call Price. In the event that any date fixed for redemption of Series A Preferred Interests is not a business day, then payment of the Call Price payable on such Redemption Price, dividends date will be made on the next succeeding day which is a business day (and without any interest or other payment in respect of any such delay), except that, if such business day falls in the shares of next calendar year, such payment will be made on the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption will cease to accumulate on and after the Redemption Date;
(x) the private placement number of the Series A Cumulative Convertible Preferred Shares; and
(xi) any other information the Corporation wishes to presentimmediately preceding business day.
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Redemption Procedure. Within 15 days after an Officer becomes aware of (1) The Corporation may, but shall not be obligated to, elect to redeem all or any event or condition which could reasonably be expected to give rise to a Mandatory Redemption Event (other than a Voluntary Acquisition Transaction), within five Business Days after a Voluntary Acquisition Transaction shall have been announced to the public or becomes a matter of public record and in the event the Corporation elects a Corporation Option Redemption, not less than 30 days nor more than 60 days prior to the Redemption Date specified by the Corporation, the Corporation shall send a written notice by first class mail to each holder of record portion of the Series A Cumulative Convertible Preferred Shares at such holder’s registered address, stating:
(i) in the case of a Corporation Option Redemption, the Redemption Date and, in the case of the occurrence or potential occurrence of a Mandatory Redemption Event, the events causing such Mandatory Redemption Event and the date upon which such Mandatory Redemption Event occurred or is expected to occur (the “Proposed Redemption Date”);
(ii) the Redemption Price that will be payable with respect by providing written notice to the shares of the Series A Cumulative Convertible Preferred Shares as of the Redemption Date or the Proposed Redemption Dateholders, and whether such Redemption Price will which notice shall be paid, subject to the provisions of given in accordance with Section 6(f) in cash or, if applicable, in shares of Voting Common Stock or if a combination of cash and Voting Common Stock, the portions of the Redemption Price in respect of which the Corporation will pay in cash and shares of Voting Common Stock;
(iii) the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case as of the date of such notice;
(iv) if such Mandatory Redemption Event is proposed to be made in connection with, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023, the Transaction Consideration, the number of Additional Shares and the additional Transaction Consideration which such holder would be entitled to receive pursuant to the provisions of Section 8.
(v) that shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;
(vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate;
(vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price;
(viii) if fewer than all the outstanding shares of the Series A Cumulative Convertible Preferred Shares are to be redeemed by the Corporation, 12. Such notice shall state the number of shares to be redeemed and the Optional Redemption Date, which date shall be within 20 calendar days of the date of such notice. The Corporation shall be entitled to utilize any method reasonably chosen by the Board of Directors thereof in order to determine which Series A Preferred Shares to redeem. Payment for such redeemed shares shall be made by the Corporation within two Business Days following the Optional Redemption Date.
(2) From and after the close of business on the Optional Redemption Date, and provided that the Optional Redemption Price for such Series A Preferred Shares has been received by the relevant holder, the Series A Cumulative Convertible Preferred Shares;
(ix) thatShares redeemed in accordance with this Section 9 shall no longer be deemed outstanding and all rights with respect to any such share shall forthwith cease following such redemption, unless except only the right of the holder thereof to receive, upon presentation in accordance with the requirements of this Section 9 below of the certificate or certificates, or delivery of a Lost Stock Agreement, representing shares redeemed pursuant to this Section 9, the applicable Optional Redemption Price for such share, without interest thereon. Notwithstanding anything to the contrary herein, the Corporation defaults in making shall not be required to make any payment of such Redemption Price, dividends in respect of Series A Preferred Shares redeemed pursuant to this Section 8 until actual delivery to the Corporation or its agents of the certificates representing the shares redeemed hereby, such delivery to be conducted in accordance with the requirements of the paragraph (c) of this Section 8.
(3) All Series A Cumulative Convertible Preferred Shares which are the subject of such redemption will cease redeemed pursuant to accumulate on and after the Redemption Date;
this paragraph (xb)(3) the private placement number of the Series A Cumulative Convertible Preferred Shares; and
(xi) any other information the Corporation wishes to presentshall be cancelled.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Marathon Acquisition Corp.)
Redemption Procedure. Within 15 days after an Officer becomes aware (i) Notice of any event or condition which could reasonably redemption pursuant to this Section 9 (a "Call Notice") of Series D Preferred Interests will be expected given by the Partnership by mail to give rise each record holder to a Mandatory Redemption Event (other than a Voluntary Acquisition Transaction), within five Business Days after a Voluntary Acquisition Transaction shall have been announced to the public or becomes a matter of public record and in the event the Corporation elects a Corporation Option Redemption, be redeemed not less fewer than 30 days nor more than 60 days prior to the Redemption Date specified by the Corporation, the Corporation shall send a written notice by first class mail to each holder of record date fixed for redemption thereof. For purposes of the calculation of the date of redemption and the dates on which the Call Notice is given, a Call Notice shall be deemed to be given on the day such notice is first mailed by first-class mail, postage prepaid, to such holders of Series A Cumulative Convertible D Preferred Shares Interests. Each Call Notice shall be addressed to such holders of Series D Preferred Interests at such holder’s registered address, stating:
(i) the address of the holder appearing in the case books and records of a Corporation Option Redemption, the Redemption Date and, Partnership. No defect in the case of the occurrence or potential occurrence of a Mandatory Redemption Event, the events causing such Mandatory Redemption Event and the date upon which such Mandatory Redemption Event occurred or is expected to occur (the “Proposed Redemption Date”);Call Notice
(ii) In the Redemption Price event that will be payable with respect to the shares of the Series A Cumulative Convertible Preferred Shares as of the Redemption Date or the Proposed Redemption Date, and whether such Redemption Price will be paid, subject to the provisions of Section 6(f) in cash or, if applicable, in shares of Voting Common Stock or if a combination of cash and Voting Common Stock, the portions of the Redemption Price in respect of which the Corporation will pay in cash and shares of Voting Common Stock;
(iii) the Conversion Price, the Conversion Rate and any adjustments thereto made after the Issue Date, in each case as of the date of such notice;
(iv) if such Mandatory Redemption Event is proposed to be made in connection with, or in anticipation of, a Fundamental Change that occurs prior to January 16, 2023, the Transaction Consideration, the number of Additional Shares and the additional Transaction Consideration which such holder would be entitled to receive pursuant to the provisions of Section 8.
(v) that shares of the Series A Cumulative Convertible Preferred Shares which are the subject of such redemption may be converted at any time before 5:00 p.m., New York City time on the Business Day immediately preceding the Redemption Date;
(vi) if applicable, that holders who want to convert shares of the Series A Cumulative Convertible Preferred Shares must satisfy the requirements set forth in Section 7 of this Certificate;
(vii) that certificates evidencing the shares of the Series A Cumulative Convertible Preferred Shares to be redeemed must be surrendered to the Corporation to collect the Redemption Price;
(viii) if fewer than all the outstanding shares Series D Preferred Interests are to be redeemed, the Series D Preferred Interests to be redeemed will be selected at the Partnership's discretion.
(iii) If the Partnership gives a Call Notice in respect of Series D Preferred Interests, then upon the date fixed for redemption of the Series A Cumulative Convertible D Preferred Shares are to be redeemed by Interests, all rights of the Corporation, the number of shares to be redeemed holders of the Series A Cumulative Convertible D Preferred Shares;
(ix) thatInterests so called for redemption will cease, unless except the Corporation defaults in making right of the holders of such securities to receive the Call Price. In the event that any date fixed for redemption of Series D Preferred Interests is not a business day, then payment of the Call Price payable on such Redemption Price, dividends date will be made on the next succeeding day which is a business day (and without any interest or other payment in respect of any such delay), except that, if such business day falls in the shares next calendar year, such payment will be made on the immediately preceding business day. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.] DESIGNATION OF SERIES E 10% PAYMENT-IN-KIND PREFERRED LIMITED PARTNER INTERESTS This Exhibit 6 constitutes a designation in accordance with Section 2.4 of the Second Amended and Restated Agreement of Limited Partnership (the "Agreement"). This designation authorizes the issuance of Series A Cumulative Convertible E 10% Payment- in-Kind Preferred Shares which are the subject of such redemption will cease to accumulate on and after the Redemption Date;
(x) the private placement number Limited Partner Interests of the Series A Cumulative Convertible Preferred Shares; and
(xi) any other information Partnership under the Corporation wishes to presentterms set forth below. The defined terms used but not defined in this Exhibit 6 shall have the meaning ascribed thereto in the Agreement.
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