Common use of Redemption Rights Clause in Contracts

Redemption Rights. The Warrants may be redeemed, in whole or in part, at any time or from time to time, at the Company's sole option, commencing a year from the date hereof at a redemption price of $0.01 per Warrant Shares; provided, however, that before any such call for redemption of the Warrants the weighted-average volume price for the Company's Common Stock quoted on the Nasdaq National Market ("Nasdaq") shall have for 20 consecutive trading days ending not more than 10 days prior to the notice of redemption been in excess of 150% of the Exercise Price, as such may be adjusted from time to time. Redemption of the Warrants may only occur upon 30 days' prior written notice to the Holder, such notice to include certification of the trading price of the Company's Common Stock on Nasdaq as reported by Bloomberg. If the Company exercises its right to redeem the Warrants, in whole or in part, it shall mail a notice of redemption to the Holder, first class, postage prepaid, not later than the 30th day before the date fixed for redemption, at such Holder's last address as shall appear on the records of the Company or the Company's Warrant Agent, if any. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Holder receives such notice. The notice of redemption shall specify the redemption price, the date fixed for redemption, the place where the warrant certificate shall be delivered and the redemption price shall be paid, and that the right to exercise the Warrants shall terminate at 5:00 p.m. Florida local time on the business day immediately preceding the date fixed for redemption. The date fixed for the redemption of the Warrants shall be the Redemption Date. Any right to exercise a Warrant shall terminate at 5:00 p.m. Florida local time on the business day immediately preceding the Redemption Date. On and after the Redemption Date, the Holder shall have no further rights except to receive, upon surrender of a certificate evidencing Warrants duly endorsed or accompanied by a written instrument or instruments of redemption in form satisfactory to the Company, the redemption price of $0.01, without interest, per Warrant Shares.

Appears in 4 contracts

Samples: 21st Century Holding Co, 21st Century Holding Co, 21st Century Holding Co

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Redemption Rights. The Warrants Company has informed the Depositary that the Shares may be redeemed, in whole or in part, at any time or from time to timeredeemed under certain limited circumstances, at the sole option of the holders thereof, pursuant to Section 4 of the By-laws. Upon the occurrence of a Redemption Event as defined in Section 4 of the Company's sole option’s By-laws, commencing the Company shall give written notice thereof to the Depositary not later than the latest date for the giving or publishing notice pursuant to Section 4.3 of the Company’s By-laws, which notice shall set forth the occurrence of a year Redemption Event and the particulars of the proposed redemption, including the process for the exercise of the redemption right in connection with such Redemption Event. After receipt of (i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within the terms of Section 5.7, and only if the Depositary shall have received such notice from the date hereof Company at a redemption price of $0.01 per Warrant Shares; provided, however, that before any such call for redemption of the Warrants the weighted-average volume price for the Company's Common Stock quoted on the Nasdaq National Market ("Nasdaq") shall have for 20 consecutive trading days ending not more than 10 least 48 days prior to the notice last date in which holders of Shares can exercise their rights of redemption been in excess and the Depositary has determined that the extension of 150% such redemption right to Holders is reasonably practicable, the Depositary shall provide to each Holder a notice setting forth the particulars of the Exercise PriceRedemption Event, as such may be adjusted from time to time. Redemption of the Warrants may only occur upon 30 days' prior written Holders’ redemption rights and any other particulars set forth in the Company’s notice to the Holder, Depositary. To the extent the Depositary shall have received such notice from the Company less than 48 days prior to include certification the last date in which holders of Shares can exercise their rights of redemption or the Depositary has determined that the extension of such redemption right to Holders is not reasonably practicable, the Company shall request the Depositary to, and at the request and expense of the trading price Company the Depositary shall endeavor to provide the Holders with a notice setting forth the particulars of the Company's Common Stock on Nasdaq Redemption Event in order to allow Holders the opportunity to surrender their American Depositary Shares for cancellation and withdraw their Deposited Securities and potentially participate in such Redemption as reported a holder of Shares. To the extent Holders are to be extended the opportunity to instruct the Depositary to surrender the Shares represented by Bloomberg. If the Company exercises its right their ADSs for redemption, if a Holder wishes to redeem the WarrantsShares represented by such Holder’s ADSs and, in whole or in part, it shall mail a notice of redemption subject to the Holderother provisions of this Deposit Agreement, first class, postage prepaid, not later than the 30th day before the date fixed for redemption, at such Holder's last address as shall appear on the records of the Company or the Company's Warrant Agent, if any. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Holder receives such notice. The notice of redemption shall specify the redemption price, the date fixed for redemption, the place where the warrant certificate shall be delivered and obtain the redemption price shall be paid, and that the right to exercise the Warrants shall terminate at 5:00 p.m. Florida local time on the business day immediately preceding the date fixed for deliverable upon such redemption. The date fixed for the redemption of the Warrants shall be the Redemption Date. Any right to exercise a Warrant shall terminate at 5:00 p.m. Florida local time on the business day immediately preceding the Redemption Date. On and after the Redemption Date, the Holder shall have no further rights except Deliver the ADSs representing the Shares to receivethe Depositary for the surrender of such ADSs and withdrawal of the Shares represented thereby and otherwise comply with the provisions of Section 2.6 of the Deposit Agreement and, upon surrender such compliance, the Depositary shall process the withdrawal of a certificate evidencing Warrants duly endorsed or accompanied by a written instrument or instruments of redemption the Shares in form satisfactory the manner required under said Section 2.6 and instruct the Custodian to present to the Company, Company the Shares in respect of which redemption rights are being exercised against payment of the applicable redemption price. Upon receipt of confirmation from the Custodian that the redemption has taken place and that funds representing the redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of $0.01applicable (a) fees and charges of, without interestand the expenses incurred by, per Warrant Sharesthe Depositary, and (b) taxes and governmental charges withheld), retire ADSs and cancel ADRs, if applicable, upon delivery of such ADSs by Holders thereof and the terms set forth in Sections 4.1 and 6.2 of the Deposit Agreement, as applicable. Redemption amounts received by the Depositary shall be handled in the same manner as any Foreign Currency received on Deposited Securities. The Depositary agrees to determine in good faith whether the extension of such redemption right to Holders is reasonable practicable and agrees that as long as notice has been received by the Depositary at least 48 days prior to the last date in which holders of Shares can exercise their rights of redemption, the Depositary shall not use insufficient time as a basis for determining that it is not practicable to extend such redemption rights to Holders. Holders desiring to cancel their ADSs in order to participate as a shareholder of the Company in a redemption or otherwise are advised to do so sufficiently in advance of the last date in which holders of Shares can exercise their rights of redemption. There is no guarantee that Holders and/or Beneficial Owners surrendering ADSs for cancellation and withdrawing Deposited Securities will receive the Deposited Securities represented by the ADSs surrendered in time to enable such Holder and/or Beneficial Owner to participate in any redemption. There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to exercise redemption rights on the same terms and conditions as the holders of Shares or be able to exercise such rights.

Appears in 4 contracts

Samples: Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group), Deposit Agreement (Grifols SA), Deposit Agreement (Deutsche Bank Trust Co Americas/ ADR Group)

Redemption Rights. The Warrants may Where title to a share has passed to a new owner, the share shall immediately be redeemed, offered to existing shareholders in whole or in part, at any time or from time to time, at the Company's sole option, commencing company through a year from the date hereof at a redemption price of $0.01 per Warrant Shares; provided, however, that before any such call for redemption of the Warrants the weighted-average volume price for the Company's Common Stock quoted on the Nasdaq National Market ("Nasdaq") shall have for 20 consecutive trading days ending not more than 10 days prior notice sent to the notice board of redemption directors. The offeror shall furnish proof of his title to the share and, if purchased, information about the purchase price. When the company has been in excess notified of 150% a transfer of a share subject to redemption, the Exercise Price, as such may be adjusted from time to time. Redemption board of the Warrants may only occur upon 30 days' prior directors shall immediately send a written notice to the Holdercompany’s shareholders and, such requesting them, if they wish to exercise the right, to notify the company in writing within two months from the date when the notice of the transfer was given to the board of directors. The notification has to include certification of all shares included in the trading price of the Company's Common Stock on Nasdaq as reported by Bloombergoffer. If more than one person entitled to the Company exercises its right to redeem the Warrants, in whole or in part, it shall mail a notice of redemption want to exercise their rights, their respective priority shall be determined by the drawing of lots, provided that, where more than one share has been notified, the shares shall to the Holderextent possible be evenly distributed between the persons exercising their redemption right. Where a share has been acquired by way of purchase, first class, postage prepaid, not later than the 30th day before the date fixed for redemption, at such Holder's last address as shall appear on the records of the Company or the Company's Warrant Agent, if any. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Holder receives such notice. The notice of redemption shall specify the redemption price, the date fixed for redemption, the place where the warrant certificate shall be delivered and the redemption price shall be paidthe purchase price, and and, otherwise, if the parties cannot agree thereupon, the determination of the redemption price shall be submitted to arbitration in accordance with the Swedish Arbitration Act. The redemption price shall be paid within 30 days from the day on which the redemption price was determined. If nobody notifies the board of directors that he wants to exercise his right of pre-emption within the stipulated period of time, or since the pre-emption price has been established, no one pre-empts the share within the stipulated time, the person who acquired the share shall have the right to exercise be entered as a shareholder in the Warrants shall terminate at 5:00 p.m. Florida local time on the business day immediately preceding the date fixed for redemption. The date fixed for the redemption share register of the Warrants company. Disputes regarding redemption shall be initiated within two months from the Redemption Date. Any day the notification regarding right of redemption is given to exercise a Warrant the company and shall terminate at 5:00 p.m. Florida local time on the business day immediately preceding the Redemption Date. On and after the Redemption Datebe finally settled by three arbitrators by arbitration in Amsterdam, the Holder shall have no further rights except to receiveNetherlands in accordance with the arbitration rules of the Chamber of Commerce and Industry of Paris. __________ Dxxxx bolagsordning har antagits på extra bolagsstämma den 28 juni 2007. These Articles of Association were adopted by the Extraordinary General Meeting held on 28 June 2007. WORK PROGRAMME FOR THE BOARD OF DIRECTORS FOR ADVANCED LIPIDS AB AND INSTRUCTIONS REGARDING FINANCIAL REPORTING TO THE BOARD INTRODUCTION The Board of Directors of Advanced Lipids AB, upon surrender of (the “Company”) has executed this work programme and instructions regarding financial reporting, as a certificate evidencing Warrants duly endorsed or accompanied by a written instrument or instruments of redemption in form satisfactory complement to the regulations of the Swedish Companies Act and the articles of association of the Company, the redemption price of $0.01, without interest, per Warrant Shares.

Appears in 2 contracts

Samples: Shareholders’ Agreement (Enzymotec Ltd.), Shareholders’ Agreement (Enzymotec Ltd.)

Redemption Rights. (i) A Haitong Shareholder shall have the right (but not the obligation) to request the Company to redeem all of the Ordinary Shares held by such Haitong Shareholder which were converted from the Notes in the event (the “Haitong Redemption Event”) that the Company has not completed the Qualified IPO satisfying the requirement of Haitong Specified Pre-money Valuation (calculated as the total number of shares of the Company outstanding prior to the Qualified IPO multiplied by the final price per share in the Qualified IPO) within three (3) years after the first Conversion Date of all or part of the Notes or, with the consent of such Haitong Shareholder, within five (5) years after the first Conversion Date of all or part of the Notes. The Warrants redemption price for such Haitong Shareholder (the “Haitong Redemption Price”) shall be (i) the principal amount (the “Principal Amount”) of the Notes which had been converted into the Ordinary Shares that such Haitong Shareholder has requested the Company to redeem plus (ii) a premium which in aggregate with the Principal Amount, will provide such Haitong Shareholder with an IRR of 8% per annum on the Principal Amount, calculated from the Conversion Date of the Notes (or, where applicable, each Conversion Date of the relevant part of the Notes) to the date that Haitong Redemption Price has been fully paid. Subject to the conditions and terms mentioned above, the Company shall, promptly and in any event within five (5) Business Days after the Haitong Redemption Event occurs, deliver a written notice (the “Redemption Reminder Notice”) in the form set forth in Part I of Exhibit I attached hereto to all the Haitong Shareholders. In the event that a Haitong Shareholder elects to exercise its redemption right hereunder, it shall deliver a written notice of redemption (the “Redemption Notice”) in the form set forth in Part II of Exhibit I attached hereto to the Company within three (3) months after the receipt of the Redemption Reminder Notice. For the avoidance of doubt, if the Company fails to deliver the Redemption Reminder Notice to the Haitong Shareholders upon the occurrence of a Haitong Redemption Event, a Haitong Shareholder will not be time-barred by the aforesaid 3 months’ notice and it may deliver the Redemption Notice to the Company to request the Company to redeem all of its Ordinary Shares at any time after the Haitong Redemption Event occurs. The Company shall, and all the Parties shall procure the Company to, within thirty (30) days after receiving the Redemption Notice from a Haitong Shareholder, complete the purchase of all of the Ordinary Shares then held by such Haitong Shareholder at the Haitong Redemption Price. In the event that the Company’s assets or funds which are then legally available are insufficient to pay in full all the redemption payments payable to all the relevant Shareholders having redemption rights under this Section 5.3, those assets or funds of the Company which are then legally available shall be firstly used to pay the redemption price on a pro rata basis (as fully converted) among each of Preferred Shareholders, Haitong Shareholders and A2 Ordinary Investors in respect of the Shares requested to be redeemed, in whole or in part, at any time or from time to time, at the Company's sole option, commencing a year from the date hereof at a redemption price of $0.01 per Warrant Shares; provided, however, that before any such call for redemption of the Warrants the weighted-average volume price for the Company's Common Stock quoted on the Nasdaq National Market ("Nasdaq") shall have for 20 consecutive trading days ending not more than 10 days prior to the notice of redemption been in excess of 150% of the Exercise Price, as such may be adjusted from time to timeextent permitted by Applicable Laws. Redemption of the Warrants may only occur upon 30 days' prior written notice to the Holder, such notice to include certification of the trading price of the Company's Common Stock on Nasdaq as reported by Bloomberg. If the Company exercises its right to redeem the Warrants, in whole Such assets or in part, it shall mail a notice of redemption to the Holder, first class, postage prepaid, not later than the 30th day before the date fixed for redemption, at such Holder's last address as shall appear on the records funds of the Company or shall not be used to pay the Company's Warrant Agentredemption prices to other Shareholders under this Section 5.3 unless and until redemption payments payable to the Preferred Shareholders, if any. Any notice mailed in Haitong Shareholders and A2 Ordinary Investors pursuant to the manner provided herein shall be conclusively presumed to terms of this Agreement and other Transaction Documents have been duly given whether or not the Holder receives such notice. The notice of redemption shall specify the redemption price, the date fixed for redemption, the place where the warrant certificate shall be delivered and the redemption price shall be paid, and that the right to exercise the Warrants shall terminate at 5:00 p.m. Florida local time on the business day immediately preceding the date fixed for redemption. The date fixed for the redemption of the Warrants shall be the Redemption Date. Any right to exercise a Warrant shall terminate at 5:00 p.m. Florida local time on the business day immediately preceding the Redemption Date. On and after the Redemption Date, the Holder shall have no further rights except to receive, upon surrender of a certificate evidencing Warrants duly endorsed or accompanied by a written instrument or instruments of redemption made in form satisfactory to the Company, the redemption price of $0.01, without interest, per Warrant Sharesfull.

Appears in 2 contracts

Samples: Shareholders Agreement (uCloudlink Group Inc.), Shareholders Agreement (uCloudlink Group Inc.)

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Redemption Rights. The Warrants may Company shall be redeemedobligated to redeem the Preferred Shares for cash on June 30, in whole or in part, at any time or from time to time, at the Company's sole option, commencing a year from the date hereof 2007 at a redemption price equal to three times the Liquidation Amount and, subject to the feasibility of $0.01 per Warrant structuring such an arrangement under Dutch law, at the option of the holder upon the occurrence of a Company Sale, at a redemption price equal to the Liquidation Amount, in each case adjusted for any accrued and unpaid dividends. Upon the occurrence of a Company Sale, the holders of the Preferred A Shares shall each have the right to subscribe, at their nominal value, to that number of C Shares that, when taken together with such Preferred A Shares, would give such holders sufficient voting rights to cause the Company to effect a voluntary liquidation; provided, however, however that before any if such call for redemption Company Sale is not consummated or is unwound or if the holders of the Warrants Preferred A Shares attempt to exercise their voting rights with respect to such C Shares for any other purpose, the weighted-average volume price for the Company's Common Stock quoted on the Nasdaq National Market ("Nasdaq") Company shall have for 20 consecutive trading days ending not more than 10 days prior to the notice of redemption been in excess of 150% of the Exercise Price, as such may be adjusted from time to time. Redemption of the Warrants may only occur upon 30 days' prior written notice to the Holder, such notice to include certification of the trading price of the Company's Common Stock on Nasdaq as reported by Bloomberg. If the Company exercises its right to redeem the Warrants, in whole or in part, it shall mail a notice of redemption to the Holder, first class, postage prepaid, not later than the 30th day before the date fixed for redemption, at such Holder's last address as shall appear on the records of the Company or the Company's Warrant Agent, if any. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Holder receives such notice. The notice of redemption shall specify the redemption price, the date fixed for redemption, the place where the warrant certificate shall be delivered and the redemption price shall be paid, and that the right to exercise reacquire such C Shares at their original subscription price. Notwithstanding the Warrants foregoing, in the event the Company does not have sufficient funds to redeem all Preferred Shares, the holders of Preferred A Shares shall terminate at 5:00 p.m. Florida local time on be entitled to receive one times the business day immediately preceding Liquidation Amount (adjusted for any accrued and unpaid dividends) prior to any payment to the date fixed for redemptionholders of Preferred B Shares. The date fixed for Any surplus shall then be used to repay one times the redemption Liquidation Amount of the Warrants shall be Preferred B Shares (adjusted for any accrued and unpaid dividends). In the Redemption Date. Any right to exercise a Warrant shall terminate at 5:00 p.m. Florida local time on the business day immediately preceding the Redemption Date. On and after the Redemption Date, the Holder shall have no further rights except to receive, upon surrender case of a certificate evidencing Warrants duly endorsed or accompanied by redemption that is not in connection with a written instrument or instruments of redemption in form satisfactory Company Sale, any surplus shall then be distributed proportionally to the Company, holders of the redemption price Preferred Shares up to the remaining balance of $0.01, without interest, per Warrant Sharesthree times its Liquidation Amount (adjusted for any accrued and unpaid dividends).

Appears in 1 contract

Samples: Restructuring Agreement (Comple Tel Europe Nv)

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