Redemption Sale. The Parties acknowledge and agree that, pursuant to the terms of the Series B Certificates, the Company is obligated to redeem all (and not less than all) of the shares of the Series B Preferred Stock on the Mandatory Redemption Date (as defined in the Series B Certificates) pursuant to and in accordance with the terms set forth in the Series B Certificates. The Parties additionally acknowledge and agree that (a) the Mandatory Redemption served as an inducement to holders of the Series B Preferred Stock (collectively, the “Series B Preferred Holders”) to purchase the Series B Preferred Stock, (b) but for the Mandatory Redemption, the Series B Preferred Holders would not have purchased the Series B Preferred Stock, (c) ensuring that the Mandatory Redemption timely occurs in accordance with the Series B Certificates is in the best interest of the Company and all of the Company’s stockholders, and as such, the Board of Directors has approved (i) the issuance of the Series B Preferred Stock, including the provisions of the Series B Certificates relating to the Mandatory Redemption, and the provisions set forth in this ARTICLE II and (ii) the taking of all other actions required by this ARTICLE II, (d) as of the date hereof, based on the existing capitalization of the Company, Ares and Oaktree together will have the necessary voting power without the vote of any other stockholder to ensure effectiveness of the provisions hereof as of the date that is sixty days following the Mandatory Redemption Date (as defined in the Series B Certificates) and (e) the Company and the Stockholders hereby consent to and approve the provisions set forth in this ARTICLE II.
Redemption Sale. Section 2.1 Redemption Sale A-6 Section 2.2 Redemption Sale Obligations A-6 Section 2.3 Absence of Action to Delay A-7
Redemption Sale. If the shares represented by a Trust Certificate are redeemed by the Company or sold by the Trustees, the proceeds from this redemption or sale, less any reasonable expenses incurred in the administration of the trust, shall be distributed to the registered Beneficiary of the Trust Certificate in question on the date of such redemption or sale upon surrender of the Trust Certificate duly endorsed to the Trustees.
Redemption Sale. If an election has been made to redeem any shares of Redeemable Preferred and any such shares are not redeemed in full for cash for any reason within eighteen (18) months of the Redeemable Preferred Redemption Date (as defined in the Restated Certificate), except to the extent prohibited by applicable law, the Redeemable Preferred Majority shall have the right to cause the Corporation take commercially reasonable steps to begin to initiate a Significant Transaction (as such term is defined in the Restated Certificate (a “Redemption Sale”). In addition to taking all other reasonably necessary and desirable actions in connection with the consummation of a Redemption Sale, upon notice by the Redeemable Preferred, except to the extent prohibited by applicable law, the Corporation shall take, and the holders of Redeemable Preferred shall have the right to cause each of the other shareholders of the Corporation pursuant to this Agreement to support, the following actions: (i) engaging an investment bank selected by the Corporation and acceptable to the Redeemable Preferred Majority (as such term is defined in the Restated Certificate) (the “Investment Bank”) to effect such Redemption Sale, (ii) cooperating in a reasonable and customary manner with the Investment Bank and its representatives in accordance with such procedures, (iii) cooperating in a reasonable and customary manner with the proposed buyer(s), (iv) hiring legal counsel selected by the Corporation to act on behalf of the Corporation in connection with such Redemption Sale, (v) facilitating the due diligence process in respect of any such Redemption Sale, including establishing, populating and maintaining an online “data room”, (vi) executing a reasonably acceptable sale contract and other customary documents, (vii) making required governmental filings and using best efforts to obtain required third party consents, and (viii) providing any financial or other information or audit required by the proposed buyer’s financing sources. If a Redemption Sale is not consummated by the two year anniversary of the initial Redeemable Preferred Redemption Date, then the Redeemable Preferred Majority shall have the right after notice to the Corporation to force a Redemption Sale directly (a “Sale Trigger”). After a Sale Trigger, the Corporation shall take, and each of the other shareholders of the Corporation shall take pursuant to this Agreement, all reasonably necessary and desirable actions as are directed by t...
