Common use of Special Optional Redemption Clause in Contracts

Special Optional Redemption. The Bonds of this Series shall also be redeemable, as a whole but not in part, at the Make-Whole Redemption Price in the event that (i) all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the bonds of all series, the Redemption Date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. In the event of any redemption as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Date, the Company will deposit with the Trustee a sum of money equal to the Make-Whole Redemption Price. Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given not less than 30 nor more than 90 days prior to the Redemption Date to the holders of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the Bonds of this Series so called for redemption. In the event of any such redemption, the Company will notify the Trustee of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation).

Appears in 3 contracts

Samples: Supplemental Indenture (Duke Energy Florida, Llc.), Supplemental Indenture (Duke Energy Florida, Llc.), Supplemental Indenture (Duke Energy Florida, Llc.)

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Special Optional Redemption. The Bonds Upon the occurrence of this Series shall also be redeemablea Change of Control (as defined in the Preliminary Prospectus Supplement), as a whole but not in partwe may, at the Make-Whole Redemption Price in the event that (i) all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the bonds of all seriesour option, the Redemption Date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. In the event of any redemption as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Date, the Company will deposit with the Trustee a sum of money equal to the Make-Whole Redemption Price. Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given not less than 30 nor more than 90 60 days’ written notice, redeem shares of Series G preferred stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus, subject to exceptions described in the Preliminary Prospectus Supplement under “Description of Series G Preferred Stock — Redemption — Other,” any accrued and unpaid dividends thereon to but excluding the date fixed for redemption. If, prior to the Redemption Change of Control Conversion Date (as defined in the Preliminary Prospectus Supplement), we have provided or provide notice of our election to redeem some or all of the shares of Series G preferred stock (whether pursuant to our optional redemption right described above under “Optional Redemption” or this special optional redemption right), the holders of Series G preferred stock will not have the Bonds Change of this Series Control Conversion Right (as defined below) described below under “Conversion Rights” with respect to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the Bonds of this Series so shares called for redemption. In If we elect to redeem any shares of the Series G preferred stock as described in this paragraph, we may use any available cash to pay the redemption price, and we will not be required to pay the redemption price only out of the proceeds from the issuance of other classes and series of our stock or any other specific source. Conversion Rights: Upon the occurrence of a Change of Control, each holder of Series G preferred stock will have the right (unless, prior to the Change of Control Conversion Date, we have provided or provide notice of our election to redeem some or all of the shares of Series G preferred stock held by such holder as described above under “Optional Redemption” or “Special Optional Redemption,” in which case such holder will have the right only with respect to shares of Series G preferred stock that are not called for redemption) to convert some or all of the Series G preferred stock held by such holder (referred to as the “Change of Control Conversion Right”) on the Change of Control Conversion Date into a number of shares of our common stock per share of Series G preferred stock (referred to as the “Common Stock Conversion Consideration”) equal to the lesser of: · the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per share of Series G preferred stock plus the amount of any accrued and unpaid dividends thereon to but excluding the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series G preferred stock dividend payment and prior to the corresponding dividend payment date for the Series G preferred stock, in which case no additional amount for such accrued and unpaid dividends will be included in this sum) by (ii) the Common Stock Price (as defined in the Preliminary Prospectus Supplement); and · 1.0975 (referred to as the “Share Cap”), subject, in each case, to provisions for the receipt of Alternative Conversion Consideration (as defined in the Preliminary Prospectus Supplement) under specified circumstances as described in the Preliminary Prospectus Supplement. Anything in the Articles Supplementary (as defined in the Preliminary Prospectus Supplement) to the contrary notwithstanding and except as otherwise required by law, the persons who are the holders of record of shares of Series G preferred stock at the close of business on a record date for the payment of dividends will be entitled to receive the dividend payable on the corresponding dividend payment date notwithstanding the conversion of those shares after such record date and on or prior to such dividend payment date and, in such case, the full amount of such dividend shall be paid on such dividend payment date to the persons who were the holders of record at the close of business on such record date. The Share Cap is subject to pro rata adjustments for any share splits (including those effected pursuant to a distribution of our common stock), subdivisions or combinations (in each case referred to as a “Share Split”) with respect to our common stock as follows: the adjusted Share Cap as the result of a Share Split will be the number of shares of our common stock that is equivalent to the product obtained by multiplying (i) the Share Cap in effect immediately prior to such Share Split by (ii) a fraction, the numerator of which is the number of shares of our common stock outstanding immediately after giving effect to such Share Split and the denominator of which is the number of shares of our common stock outstanding immediately prior to such Share Split. For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of our common stock (or equivalent Alternative Conversion Consideration, as applicable) issuable or deliverable, as applicable, in connection with the exercise of the Change of Control Conversion Right will not exceed 4,390,000 shares of common stock (or equivalent Alternative Conversion Consideration, as applicable), subject to proportionate increase to the extent the underwriters’ overallotment option to purchase additional shares of Series G preferred stock is exercised, not to exceed 5,048,500 shares of common stock in total (or equivalent Alternative Conversion Consideration, as applicable) (referred to as the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap, and shall be increased on a pro rata basis with respect to any additional shares of Series G preferred stock designated and authorized for issuance pursuant to any subsequent articles supplementary. If, prior to the Change of Control Conversion Date, we have provided or provide notice of our election to redeem some or all of the shares of Series G preferred stock, as described above under “Optional Redemption” or “Special Optional Redemption,” holders of Series G preferred stock will not have the right to convert the shares of Series G preferred stock called for redemption and any shares of Series G preferred stock called for redemption that have been tendered for conversion will be redeemed on the applicable redemption date instead of converted on the Change of Control Conversion Date. For definitions, additional terms and provisions (including a description of certain adjustments and provisions for the receipt of Alternative Conversion Consideration that may be applicable to the conversion of Series G preferred stock in the event of any such redemptiona Change of Control) and other important information relating to the foregoing, you should review the information appearing in the Preliminary Prospectus Supplement under “Description of Series G Preferred Stock— Conversion Rights.” Supplemental Risk Factor Associated with the Change of Control Feature of the Series G preferred stock: The Change of Control conversion feature may not adequately compensate you and may make it more difficult for a party to take over the Company or discourage a party from taking over the Company. Upon the occurrence of a Change of Control, each holder of the Series G preferred stock will notify have the Trustee of its election at least 45 days right (unless, prior to the Redemption Date Change of Control Conversion Date, we have provided or provide notice of our election to redeem some or all of the shares of Series G preferred stock held by such holder as described above under “Optional Redemption” or “Special Optional Redemption,” in which case such holder will have the right only with respect to shares of Series G preferred stock that are not called for redemption) to convert some or all of their Series G preferred stock into shares of our common stock (or a shorter period acceptable to the Trusteeunder specified circumstances certain alternative consideration). The Company See “Conversion Rights.” Upon such a conversion, the holders will provide the Trustee be limited to a reasonably detailed computation maximum number of the Make-Whole Redemption Price with such notice shares of our common stock (or, if not then knownapplicable, specified alternative consideration) equal to the Share Cap multiplied by the number of shares of Series G preferred stock converted. If the Common Stock Price (as defined in the Preliminary Prospectus Supplement) is less than $22.78 (which is approximately 50% of the per share closing sale price of our common stock reported on the New York Stock Exchange on March 15, 2012), subject to possible adjustment, the manner holders will receive a maximum of calculation1.0975 shares of our common stock per share of Series G preferred stock, which may result in a holder receiving shares of common stock (or alternative consideration, as applicable) with a value that is less than the liquidation preference of the Series G preferred stock plus any accrued and unpaid dividends. In addition, the Change of Control conversion feature of the Series G preferred stock may have the effect of discouraging a third party from making an acquisition proposal for the Company or of delaying, deferring or preventing certain Change of Control transactions of the Company under circumstances that otherwise could provide the holders of our common stock and Series G preferred stock with the actual computation provided by opportunity to realize a premium over the Company then-current market price or that stockholders may otherwise believe is in their best interests. CUSIP/ISIN: 49427F 702/ US49427F7024 Joint Book-Running Managers: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. X.X. Xxxxxx Securities LLC Senior Co-Manager: RBC Capital Markets, LLC Co-Managers: Comerica Securities, Inc. KeyBanc Capital Markets Inc. As used in this free writing prospectus, references to the Trustee promptly following “Company,” “us,” “our” and “we” mean Xxxxxx Realty Corporation excluding its computation)subsidiaries, unless otherwise expressly stated or the context otherwise requires. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and the related prospectus supplement and prospectus and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and related prospectus supplement if you request it by calling Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000 or by email to xxxxxxxxxxxxxxx@xxxxxxxxxx.xxx or by calling Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 or by email to xx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx.

Appears in 1 contract

Samples: Underwriting Agreement (Kilroy Realty, L.P.)

Special Optional Redemption. The Bonds Upon the occurrence of this a Change of Control (as defined in the Preliminary Prospectus Supplement), the Issuer will have the option to redeem the Series shall also be redeemableC Preferred Stock, as a in whole but not or in part, at the Make-Whole Redemption Price in the event that (i) all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the bonds of all series, the Redemption Date in any such event to be not more than one hundred twenty (120) within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus all said stock is so acquiredaccrued and unpaid dividends to, or (ii) allbut not including, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to . If the Issuer exercises its redemption thereof upon the happening of such event. In the event of any redemption rights as described under “Special Optional Redemption,Conversion Rightsbelow, the Company holders of Series C Preferred Stock will not have the conversion rights described below. Conversion Rights: Upon the occurrence of a Change of Control, each holder of Series C Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date (as defined in the Preliminary Prospectus Supplement), the Issuer has agreed that before provided or provides notice of its election to redeem the Series C Preferred Stock) to convert some or all of the Series C Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Issuer’s common stock per share of Series C Preferred Stock to be converted equal to the lesser of: • the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per share of Series C Preferred Stock plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for the Series C Preferred Stock dividend payment and prior to the corresponding Series C Preferred Stock dividend payment date, in which case no additional amount for such Redemption accrued and unpaid dividends will be included in this sum) by (ii) the Common Stock Price (as defined in the Preliminary Prospectus Supplement); and • 9.8814, which is referred to herein as the Stock Cap, subject to certain adjustments, and subject, in each case, to (i) the provisions for the receipt of Alternative Conversion Consideration (as defined in the Preliminary Prospectus Supplement) under specified circumstances described in the Preliminary Prospectus Supplement and (ii) an aggregate cap on the total number of shares of common stock (or Alternative Conversion Consideration, as applicable) issuable upon exercise of the Change of Control Conversion Right (such cap, subject to adjustment as described in the Preliminary Prospectus Supplement is referred to in the Preliminary Prospectus Supplement as the “Exchange Cap”). Sch D If prior to the Change of Control Conversion Date, the Company Issuer has provided or provides a redemption notice, whether pursuant to its special optional redemption right in connection with a Change of Control or its optional redemption right, holders of Series C Preferred Stock will deposit not have any right to convert the Series C Preferred Stock in connection with the Trustee a sum Change of money equal Control Conversion Right and any shares of Series C Preferred Stock subsequently selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date. For definitions, additional terms and provisions and other important information relating to the Make-Whole Redemption Price. Any notice of redemption as described foregoing, you should review the information appearing in the Preliminary Prospectus Supplement under “Special Optional RedemptionDescription of the Series C Preferred Stock— Conversion Rights.hereof shall Listing/Trading Symbol: The Series C Preferred Stock is listed on the NYSE under the symbol “CDR PrC.” Application will be delivered or given not less than 30 nor more than 90 days prior made to list the additional shares of Series C Preferred Stock offered hereby on the NYSE under the same symbol. CUSIP/ISIN: 150602 506 / US1506025063 Joint Book-Running Manager: Xxxxxxx Xxxxx & Associates, Inc. KeyBanc Capital Markets Inc. Co-Managers: X. Xxxxx FBR, Inc. Xxxxxx X. Xxxxx & Co. Incorporated BB&T Capital Markets, a division of BB&T Securities, LLC Capital One Securities, Inc. TD Securities (USA) LLC As used in this free writing prospectus, references to the Redemption Date “Company,” “Issuer,” “us,” “our” and “we” mean Cedar Realty Trust, Inc. excluding its subsidiaries, unless otherwise expressly stated or the context otherwise requires. The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the holders of prospectus in that registration statement and the Bonds of related preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this Series to be redeemed (whichoffering. You may get these documents for free by visiting XXXXX on the SEC’s website at xxx.xxx.xxx. Alternatively, as long as the Bonds of this Series are held Issuer, any underwriter or any dealer participating in the bookoffering will arrange to send you the prospectus and related preliminary prospectus supplement if you request it by calling Xxxxxxx Xxxxx & Associates, Inc. toll-entry only system, will be DTC, its nominee free at 0 (000) 000-0000 or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the Bonds of this Series so called for redemption. In the event of any such redemption, the Company will notify the Trustee of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation)email xxxxxxxxxx@xxxxxxxxxxxx.xxx.

Appears in 1 contract

Samples: Underwriting Agreement (Cedar Realty Trust, Inc.)

Special Optional Redemption. The Bonds of this Series shall also be redeemable, as a whole but not in part, at the Make-Whole Redemption Price in the event that (i) all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the bonds of all series, the Redemption Date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. In the event of any redemption as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Date, the Company will deposit with the Trustee a sum of money equal to the Make-Whole Redemption Price. Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given by mail not less than 30 nor more than 90 days prior to the Redemption Date to the holders of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions of the Bonds of this Series so called for redemption. In the event of any such redemption, the Company will notify the Trustee of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation).

Appears in 1 contract

Samples: Supplemental Indenture (Duke Energy Florida, Llc.)

Special Optional Redemption. The Bonds of this Series (except for Escrow Bonds, which shall also be redeemable, as a whole but not in part, at the Make-Whole Redemption Price in the event that (i) all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the bonds of all series, the Redemption Date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to this redemption) are subject to redemption at the lien option of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereofBorrower at any time at their principal amounts, and available moneys in the hands of the Trusteewithout premium, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with plus accrued interest to the redemption date as a whole or in part from excess moneys in the Project Fund established by the Agreement or as a whole in the event the Project financed by the Bonds suffers substantial loss or becomes uneconomic, as provided in the Agreement. If less than all of the outstanding Bonds are to be called for redemption, the Bonds to be redeemed will be selected by the Trustee by lot or in any customary manner as determined by the Trustee. Except as otherwise provided in the cases of a redemption upon Determination of Taxability or upon a condemnation of the Borrower's principal assets, in the event this bond is called for redemption, notice will be given by the Trustee by first-class mail, postage prepaid, not more than 60 nor less than 15 days (30 days if this bond is in the Term Rate Mode or Fixed Rate Mode) specified therein applicable prior to the redemption thereof upon date to the happening of such eventRegistered Owner at its address as shown on the registration books. In Failure to mail notice to the event owner of any other bond or any defect in the notice to such an owner shall not affect the redemption as described under “Special Optional Redemption,” of this bond. If this bond is of a denomination in excess of the Company has agreed minimum Authorized Denomination, portions of the principal amount in the amount of any Authorized Denomination of this bond may be redeemed; provided that, if the unredeemed portion of the principal amount would be less than the minimum Authorized Denomination, that before any such Redemption Dateportion shall also be redeemed. If less than all of the principal amount is to be redeemed, upon surrender of this bond to the Company Trustee, there will deposit be issued to the Registered Owner at its option, without charge, a new bond or bonds for the unredeemed principal amount. Notice of redemption having been duly given, this bond, or the portion called for redemption, will become due and payable on the redemption date at the applicable redemption price and, moneys for the redemption having been deposited with the Trustee a sum of money equal to the Make-Whole Redemption Price. Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given not less than 30 nor more than 90 days prior to the Redemption Date to the holders of the Bonds of this Series to be redeemed (whichTrustee, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date date fixed for redemption interest on all this bond (or such portions of the Bonds of this Series so called for redemption. In the event of any such redemption, the Company portion) will notify the Trustee of its election at least 45 days prior to the Redemption Date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation)no longer accrue.

Appears in 1 contract

Samples: Master Loan and Trust Agreement (Pennichuck Corp)

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Special Optional Redemption. The Bonds During any period of this Series shall also be redeemable, as a whole but not in part, at the Make-Whole Redemption Price in the event time that both (i) all the outstanding common stock Series A Preferred Stock (or the depositary shares) are no longer listed on Nasdaq, NYSE, or the NYSE AMER, or listed or quoted on an exchange or quotation system that is a successor to the Nasdaq, NYSE or the NYSE AMER, and (ii) we are not subject to the reporting requirements of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all Exchange Act, but any shares of the bonds of all seriesSeries A Preferred Stock are still outstanding (which we refer to collectively as a “Delisting Event”), we may, at our option, redeem the Redemption Date Series A Preferred Stock, in any such event to be not more than one hundred twenty (120) whole or in part and within 90 days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant Delisting Event, by paying $25,000.00 per share (equivalent to the provisions thereof$25.00 per depositary share), plus any accumulated and available moneys in the hands of the Trusteeunpaid dividends to, including any moneys deposited by the Company available for the purposebut not including, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein . In addition, upon the occurrence of a Change of Control (defined below), we may, at our option, redeem the Series A Preferred Stock, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25,000.00 per share (equivalent to $25.00 per depositary share), plus any accumulated and unpaid dividends to, but not including, the date of redemption (other than any dividend with a record date before the applicable redemption date and a payment date after the applicable redemption date, which will be paid on the payment date notwithstanding prior redemption of such shares). If, prior to the redemption thereof upon the happening Delisting Event Conversion Date or Change of such event. In the event of any redemption Control Conversion Date (each as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Datedefined below), the Company will deposit with the Trustee a sum of money equal to the Make-Whole Redemption Price. Any as applicable, we have provided or provide notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given not less than 30 nor more than 90 days prior with respect to the Redemption Date Series A Preferred Stock (whether pursuant to our optional redemption right described above or our special optional redemption), the holders of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held depositary shares representing interests in the book-entry only system, Series A Preferred Stock will not be DTC, its nominee or a successor depositary). If permitted to exercise the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date on all or such portions conversion right described below under “ —Conversion Rights” in respect of the Bonds of this Series so their shares called for redemption. In The depositary will deliver to you, if you are a record holder of the event depositary shares representing interests in the Series A Preferred Stock, a notice of any such redemption, furnished by us, no fewer than 30 days nor more than 60 days before the Company redemption date. The depositary will notify send the Trustee notice to your address shown on the records of its election at least 45 days the depositary. No failure to give or defect in the notice shall affect the validity of the proceedings for the redemption of the Series A Preferred Stock represented by the depositary shares except as to a holder to whom notice was defective or not given. Each notice will state the following: ● the redemption date; ● the redemption price; ● the number of shares of Series A Preferred Stock (and the corresponding number of depositary shares) to be redeemed; ● the place(s) where the depositary receipts representing interests in the Series A Preferred Stock are to be surrendered for payment; ● that the Series A Preferred Stock is being redeemed pursuant to our special optional redemption right in connection with the occurrence of a Delisting Event or Change of Control, as applicable, and a brief description of the transaction or transactions or circumstances constituting such Delisting Event or Change of Control, as applicable; ● that the holders of depositary shares representing interests in the Series A Preferred Stock to which the notice relates will not be able to convert such shares of Series A Preferred Stock in connection with the Delisting Event or Change of Control, as applicable, and each share of Series A Preferred Stock tendered for conversion that is selected, prior to the Redemption Delisting Event Conversion Date (or a shorter period acceptable Change of Control Conversion Date, as applicable, for redemption will be redeemed on the related date of redemption instead of converted on the Delisting Event Conversion Date or Change of Control Conversion Date, as applicable; and ● that dividends on the Series A Preferred Stock to be redeemed will cease to accumulate on the date prior to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation)redemption date.

Appears in 1 contract

Samples: otp.tools.investis.com

Special Optional Redemption. The Bonds of this Series shall also be redeemable, as a whole but not in part, at 125% of the Make-Whole principal amount of the Bonds of this Series (the “Special Redemption Price Price”) in the event that (i) all the outstanding common stock of the Company shall be acquired by some governmental body or instrumentality and the Company elects to redeem all of the bonds of all series, the Redemption Date redemption date in any such event to be not more than one hundred twenty (120) days after the date on which all said stock is so acquired, or (ii) all, or substantially all, the mortgaged and pledged property constituting bondable property which at the time shall be subject to the lien of the Mortgage as a first lien shall be released from the lien of the Mortgage pursuant to the provisions thereof, and available moneys in the hands of the Trustee, including any moneys deposited by the Company available for the purpose, are sufficient to redeem all the bonds of all series at the redemption prices (together with accrued interest to the date of redemption) specified therein applicable to the redemption thereof upon the happening of such event. In the event of any redemption as described under “Special Optional Redemption,” the Company has agreed that before any such Redemption Dateredemption date, the Company will deposit with the Trustee a sum of money equal to the Make-Whole Special Redemption Price. Any notice of redemption as described under “Special Optional Redemption” hereof shall be delivered or given not less than 30 nor more than 90 days prior to the Redemption Date redemption date to the holders of the Bonds of this Series to be redeemed (which, as long as the Bonds of this Series are held in the book-entry only system, will be DTC, its nominee or a successor depositary). If the redemption notice is given and funds deposited as required, then interest will cease to accrue from and after the Redemption Date redemption date on all or such portions of the Bonds of this Series so called for redemption. In the event of any such redemption, the Company will notify the Trustee of its election at least 45 days prior to the Redemption Date redemption date (or a shorter period acceptable to the Trustee). The Company will provide the Trustee a reasonably detailed computation of the Make-Whole Special Redemption Price with such notice (or, if not then known, the manner of calculation, with the actual computation provided by the Company to the Trustee promptly following its computation).

Appears in 1 contract

Samples: Supplemental Indenture (Duke Energy Florida, Llc.)

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