Common use of Special Optional Redemption Clause in Contracts

Special Optional Redemption. Upon the occurrence of a Change of Control (as defined below), the Issuer may, at its option, redeem the Series L Preferred Shares, in whole or in part and within 120 days after the date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer exercises any of its redemption rights relating to the Series L Preferred Shares (whether its optional redemption right or its special optional redemption right), the holders of Series L Preferred Shares will not have the conversion right described below. A “Change of Control” is when, after the original issuance of the Series L Preferred Shares, the following have occurred and are continuing: · the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of the Issuer’s shares entitling that person to exercise more than 50% of the total voting power of all of its shares entitled to vote generally in elections of trustees (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and · following and as a result of the closing of any transaction referred to in the bullet point above, neither the Issuer nor the acquiring or surviving entity has a class of common securities (or ADRs representing such securities) listed on the NYSE, the NYSE Amex or NASDAQ or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE Amex or NASDAQ.

Appears in 1 contract

Samples: Registration Rights Agreement (Corporate Office Properties Trust)

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Special Optional Redemption. Upon the occurrence of a Change of Control (as defined below), the Issuer may, at its option, exercise its special optional redemption right to redeem the Series L A Preferred SharesStock, in whole or in part and part, within 120 days after the first date on which such Change of Control occurred, by paying in cash $25.00 per share, plus any accrued and unpaid dividends distributions (whether or not declared) to, but not including, the date of redemption. If, prior to To the Change of Control Conversion Date, extent that the Issuer exercises any of its redemption rights right relating to the Series L A Preferred Shares (whether its optional redemption right or its special optional redemption right)Stock, the holders of Series L A Preferred Shares Stock will not have be permitted to exercise the conversion right described belowbelow in respect of their shares called for redemption. A “Change of Control” is when, after the original issuance of the Series L A Preferred SharesStock, the following have occurred and are continuing: · the acquisition by any person, including any syndicate or group deemed to be a “person” under Section section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of the Issuer’s shares capital stock entitling that person to exercise more than 50% of the total voting power of all of its shares the Issuer’s capital stock entitled to vote generally in elections of trustees (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition)directors; and · following and as a result of the closing of any transaction referred to in the bullet point above, neither the Issuer nor the acquiring or surviving entity has a class of common securities (or ADRs American Depositary Receipts (“ADRs”) representing such securities) listed on the New York Stock Exchange (“NYSE”), the NYSE Amex MKT (“NYSE MKT”) or the NASDAQ Stock Market (“NASDAQ”) or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE Amex MKT or NASDAQ.

Appears in 1 contract

Samples: Underwriting Agreement (Resource Capital Corp.)

Special Optional Redemption. Upon the occurrence of a Change of Control (as defined below), the Issuer issuer may, at its option, redeem the Series L B Preferred Shares, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any all accrued and unpaid dividends to, but not including, to the date of redemptionredemption date. If, prior to the Change of Control Conversion DateDate (as defined below), the Issuer issuer exercises any of its redemption rights relating to the Series L B Preferred Shares (whether its the optional redemption right or its the special optional redemption right), the holders of the Series L B Preferred Shares will not have the conversion right described below. A “Change of Control” is when, after the original issuance of the Series L B Preferred Shares, the following have occurred and are continuing: · § the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of the Issuer’s shares issuer entitling that person to exercise more than 50% of the total voting power of all shares of its shares the issuer entitled to vote generally in elections of trustees (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and · § following and as a result of the closing of any transaction referred to in the bullet point above, neither the Issuer issuer nor the acquiring or surviving entity has a class of common securities (or ADRs American Depositary Receipts representing such securities) listed on the New York Stock Exchange (“NYSE”), the NYSE Amex Amex, or the NASDAQ Stock Market (“NASDAQ”) or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE Amex or NASDAQ. The “Change of Control Conversion Date” is the date fixed by the board of trustees of the issuer, in its sole discretion, as the date the Series B Preferred Shares are to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the issuer provides notice of a Change of Control to holders of the Series B Preferred Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Hersha Hospitality Trust)

Special Optional Redemption. Upon the occurrence of a Change of Control (as defined below), the Issuer may, at its option, redeem the Series L A Preferred Shares, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any all accrued and unpaid dividends to, but not includingexcluding, the date of redemptionredemption date. If, prior to the Change of Control Conversion DateDate (as defined below), the Issuer exercises any of its redemption rights relating to the Series L A Preferred Shares (whether its the optional redemption right or its the special optional redemption right), the holders of the Series L A Preferred Shares will not have the conversion right described below. A “Change of Control” is when, after the original issuance of the Series L A Preferred Shares, the following have occurred and are continuing: · the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of the Issuer’s shares Issuer entitling that person to exercise more than 50% of the total voting power of all shares of its shares the Issuer entitled to vote generally in elections of trustees (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and · following and as a result of the closing of any transaction referred to in the bullet point above, neither the Issuer nor the acquiring or surviving entity has a class of common securities (or ADRs American Depositary Receipts representing such securities) listed on the New York Stock Exchange (“NYSE”), the NYSE Amex American LLC (“NYSE American”) or the NASDAQ Stock Market (“NASDAQ”) or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE Amex American or NASDAQ. The “Change of Control Conversion Date” is the date fixed by the board of trustees of the Issuer, in its sole discretion, as the date the Series A Preferred Shares are to be converted, which will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides notice of a Change of Control to holders of the Series A Preferred Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Seritage Growth Properties)

Special Optional Redemption. Upon the occurrence of a Change of in Control (as defined below), the Issuer may, at its option, will have the option to redeem the Series L B Preferred SharesStock, in whole or in part and part, within 120 days after the first date on which such Change of Control occurred, by paying for cash at a redemption price of $25.00 per share, plus any all accrued and unpaid dividends distributions to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, If the Issuer exercises any of its redemption rights relating to the Series L Preferred Shares (whether its optional redemption right or its special optional redemption right)rights, the holders of Series L B Preferred Shares Stock will not have the conversion right rights described below. A “Change of Control” is when, after the original issuance of the Series L B Preferred SharesStock, the following have occurred and are continuing: · • (x) the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, Act of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of the Issuer’s shares capital stock entitling that person to exercise more than 50% of the total voting power of all of its shares the Issuer’s capital stock entitled to vote generally in elections of trustees directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); , and · (y) following and as a result of the closing of any transaction referred to in the bullet point aboveclause (x), neither the Issuer nor the acquiring or surviving entity has a class of common securities (or ADRs American Depositary Receipts (“ADRs”), representing such securities) listed on the NYSE, the NYSE Amex Equities (the “NYSE Amex”) or the NASDAQ Stock Market (“NASDAQ”), or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE Amex or NASDAQ.; or • a change of control occurs pursuant to the provisions of any shareholder rights plan that the Issuer may adopt in the future. The “Change of Control Conversion Date” will be a business day that is no fewer than 20 days nor more than 35 days after the date on which the Issuer provides the required notice of the occurrence of a Change of Control. Conversion Rights Upon the occurrence of a Change of Control, each holder of Series B Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of its election to redeem the Series B Preferred Stock) to convert some or all of the Series B 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 B Preferred Stock to be converted equal to the lesser of: • the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid distributions to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series B Preferred Stock distribution payment and prior to the corresponding Series B Preferred Stock distribution payment date, in which case no additional amount for such accrued and unpaid distribution will be included in this sum) by (ii) the Common Stock Price (as defined in the Issuer’s preliminary prospectus supplement relating to the offering of the Series B Preferred Stock); and • 10.2041 (the “Stock Cap”), subject to certain adjustments; subject, in each case, to provisions for the receipt of alternative consideration as described in the Issuer’s preliminary prospectus supplement relating to the offering of the Series B Preferred Stock. If prior to the Change of Control Conversion Date, the 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 B Preferred Stock will not have any right to convert the Series B Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series B 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. ISIN: US1506024074 CUSIP: 150602 407 The issuer has filed a registration statement (including a preliminary prospectus supplement and a related prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and the related prospectus in that registration statement 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’s web site at xxx.xxx.xxx. Alternatively, the issuer, the Underwriters or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement and related prospectus if you request it by calling MLV & Co. LLC at 1-212-542-5882. SCHEDULE C Schedule of Joint Ventures Joint Venture Cedar Ownership Interest Homburg Joint Ventures 20 % Fameco Cedar Joint Ventures 60 % PCP Cedar Joint Ventures 40 % RioCan Joint Ventures 20 % Xxxxx Xxxxxxxxx Joint Venture 60 % WP Realty Joint Venture 75 % EXHIBIT A FORM OF OPINION OF STROOCK & STROOCK & XXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b) May , 2012 MLV & Co. LLC as Representative of the several Underwriters 0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: We have acted as counsel to Cedar Realty Trust, Inc., a Maryland corporation (the “Company”), and Cedar Realty Trust Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), in connection with (i) the Company’s Registration Statement on Form S-3 (No. 333-179956), including the Basic Prospectus, dated May 2, 2012, filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), and (ii) the issuance and sale by the Company of an aggregate of shares of 7.25% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share (the “Shares”), pursuant to that certain Underwriting Agreement, dated as of May , 2012 (the “Underwriting Agreement”), by and among the Company, the Operating Partnership and you, as the Representative of each of the several underwriters listed on Schedule A thereto (the “Underwriters”). We are rendering this opinion to you pursuant to Section 5(b) of the Underwriting Agreement. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Underwriting Agreement. We have examined copies of each of (i) the Underwriting Agreement, (ii) the Registration Statement, including the Base Prospectus, and the exhibits thereto, (iii) the Base Prospectus as supplemented by the Company’s preliminary prospectus supplement relating to the Shares, subject to completion, dated May 8, 2012, and the Company’s final prospectus supplement relating to the Shares dated May , 2012 and (iv) the charter (including the Articles Supplementary relating to the Series B Preferred Stock as filed with the SDAT) and by-laws of the Company, and the Agreement of Limited Partnership of the Operating Partnership, dated as of June 25, 1998, as amended (the “Operating Partnership Agreement”) and Amendment No. 5 to the Operating Partnership Agreement, each as in effect on the date hereof. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records of the Company, and such documents, records, agreements, instruments and certificates and other communications from officers and representatives of the Company and others, and have made such examinations of law, as we have deemed necessary to form the basis of the opinions hereinafter expressed. In such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof. As to various questions of fact material to the opinions expressed below, we have relied upon (i) the representations and warranties of the Company and the Operating Partnership contained in the Underwriting Agreement or made pursuant thereto or in connection with the closing thereunder and (ii) statements by, and certificates of, officers and representatives of the Company and others. Attorneys involved in the preparation of this opinion are admitted to practice law in the State of New York and we do not purport to express any opinion herein concerning any law other than the laws of the State of New York, the Delaware Revised Uniform Limited Partnership Act and the federal laws of the United States of America. We have, however, made an independent investigation of the Maryland General Corporation Law (consisting of an examination of such statute of such state) to the extent involved in our opinions expressed below. For purposes of this letter, we have assumed that the Underwriting Agreement is a valid and binding obligation of you and is enforceable against you in accordance with its terms. When reference is made in this opinion to “our knowledge” or to what is “known to us,” it means, unless otherwise indicated, the actual knowledge attributable to our representation of the Company of only those partners and associates who have given substantive attention to the Underwriting Agreement, the Registration Statement, the Prospectus and the sale of the Shares. With respect to our opinion expressed in paragraphs 1, 3 and 4 below relating to the good standing and valid existence of each of the Company and its Subsidiaries, we have relied, with your permission, solely upon good standing certificates of public officials or upon confirmation via facsimile of good standing as an existing corporation or partnership from such public officials, copies of which are being delivered concurrently herewith. Based upon and subject to the foregoing, we are of the opinion that:

Appears in 1 contract

Samples: Cedar Realty Trust, Inc.

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Special Optional Redemption. Upon the occurrence of a Change of Control (as defined below)Control, the Issuer we may, at its our option, upon not less than 30 nor more than 60 days’ written notice, redeem the Series L B Preferred SharesStock, in whole or in part and part, within 120 days after the first date on which such Change of Control occurred, by paying for cash at a redemption price of $25.00 per share, plus any accrued accumulated and unpaid dividends thereon to, but not including, the date redemption date. If we do not exercise such option, shareholders of redemption. If, prior Series B Preferred Stock will have the right to exchange some or all of the shares of Series B Preferred Stock held by such holder into a number of shares of our common stock per share of Series B Preferred Stock equal to the quotient obtained by dividing (1) the sum of the $25.00 per share liquidation preference plus the amount of any accumulated and unpaid dividends by (2) the Common Stock Price for such Change of Control Conversion Date, the Issuer exercises any of its redemption rights relating to the Series L Preferred Shares (whether its optional redemption right or its special optional redemption right), the holders of Series L Preferred Shares will not have the conversion right described belowControl. A “Change of Control” is deemed to occur when, after the original issuance of the Series L Preferred SharesFebruary 1, 2022, the following have occurred and are continuing: · the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act, Act of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of the Issuer’s shares our stock entitling that person to exercise more than 50% of the total voting power of all of its shares our stock entitled to vote generally in elections the election of trustees our directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and · following and as a result of the closing of any transaction referred to in the bullet point above, (1) neither the Issuer we nor the acquiring or surviving entity has a class of common securities (or ADRs American Depositary Receipts representing such securities) listed on the NYSE, the NYSE Amex MKT or NASDAQ Nasdaq, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE Amex MKT or NASDAQNasdaq or (2) Series B Preferred Stock is no longer listed on the NYSE, the NYSE MKT or the Nasdaq or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE MKT or Nasdaq. The “Common Stock Price” for any Change of Control will be: (1) if the consideration to be received in the Change of Control by the holders of our common stock is solely cash, the amount of cash consideration per share of common stock; and (2) if the consideration to be received in the Change of Control by holders of our common stock is other than solely cash, or if consideration cannot be determined or no consideration is received by holders of our common stock(x) the average of the closing prices for our common stock on the principal U.S. securities exchange on which our common stock is then traded (or, if no closing sale price is reported, the average of the closing bid and ask prices per share or, if more than one in either case, the average of the average closing bid and the average closing ask prices per share) for the ten consecutive trading days immediately preceding, but not including, the date on which such Change of Control occurred as reported on the principal U.S. securities exchange on which our common stock is then traded, or (y) the average of the last quoted bid prices for our common stock in the over-the-counter market as reported by OTC Markets Group Inc. or similar organization for the ten consecutive trading days immediately preceding, but not including, the date on which such Change of Control occurred, if our common stock is not then listed for trading on a U.S. securities exchange. Redemption Procedures. In the event we elect to redeem Series B Preferred Stock, the notice of redemption will be mailed to each holder of record of Series B Preferred Stock called for redemption at such holder’s address as it appears on our stock transfer records, not less than 30 nor more than 60 days prior to the redemption date, and will state the following: ● the redemption date; ● the number of shares of Series B Preferred Stock to be redeemed; ● the redemption price; ● the place or places where certificates (if any) for the Series B Preferred Stock are to be surrendered for payment of the redemption price; ● that dividends on the shares to be redeemed will cease to accumulate on the redemption date; ● whether such redemption is being made pursuant to the provisions described above under “—Optional Redemption” or “—Special Optional Redemption”; and ● i f applicable, that such redemption is being made in connection with a Change of Control and, in that case, a brief description of the transaction or transactions constituting such Change of Control. If less than all of the Series B Preferred Stock held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of Series B Preferred Stock held by such holder to be redeemed. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any shares of Series B Preferred Stock except as to the holder to whom notice was defective or not given. Holders of Series B Preferred Stock to be redeemed shall surrender the Series B Preferred Stock at the place designated in the notice of redemption and shall be entitled to the redemption price and any accumulated and unpaid dividends payable upon the redemption following the surrender. If notice of redemption of any shares of Series B Preferred Stock has been given and if we have irrevocably set aside the funds necessary for redemption in trust for the benefit of the holders of the shares of Series B Preferred Stock so called for redemption, then from and after the redemption date (unless default shall be made by us in providing for the payment of the redemption price plus accumulated and unpaid dividends, if any), dividends will cease to accrue on those shares of Series B Preferred Stock, those shares of Series B Preferred Stock shall no longer be deemed outstanding and all rights of the holders of those shares will terminate, except the right to receive the redemption price plus accumulated and unpaid dividends, if any, payable upon redemption. If any redemption date is not a business day, then the redemption price and accumulated and unpaid dividends, if any, payable upon redemption may be paid on the next business day and no interest, additional dividends or other sums will accrue on the amount payable for the period from and after that redemption date to that next business day. If less than all of the outstanding Series B Preferred Stock is to be redeemed, the Series B Preferred Stock to be redeemed shall be selected pro rata (as nearly as may be practicable without creating fractional shares) or by any other equitable method we determine. In connection with any redemption of Series B Preferred Stock, we shall pay, in cash, any accumulated and unpaid dividends to, but not including, the redemption date, unless a redemption date falls after a dividend record date and prior to the corresponding dividend payment date, in which case each holder of Series B Preferred Stock at the close of business on such dividend record date shall be entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares before such dividend payment date. Except as provided above, we will make no payment or allowance for unpaid dividends, whether or not in arrears, on shares of the Series B Preferred Stock to be redeemed. Unless full cumulative dividends on all shares of Series B Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof has been or contemporaneously is set apart for payment for all past dividend periods, no shares of Series B Preferred Stock shall be redeemed unless all outstanding shares of Series B Preferred Stock are simultaneously redeemed and we shall not purchase or otherwise acquire directly or indirectly any shares of Series B Preferred Stock (except by exchanging it for our capital stock ranking junior to the Series B Preferred Stock as to the payment of dividends and distribution of assets upon liquidation, dissolution or winding up); provided, however, that the foregoing shall not prevent the purchase or acquisition by us of shares of Series B Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series B Preferred Stock. Subject to applicable law, we may purchase shares of Series B Preferred Stock in the open market, by tender or by private agreement. Any shares of Series B Preferred Stock that we acquire may be retired and reclassified as authorized but unissued shares of preferred stock, without designation as to class or series, and may thereafter be reissued as any class or series of preferred stock.

Appears in 1 contract

Samples: ir.carecloud.com

Special Optional Redemption. Upon the occurrence of a Change of Control (as defined below), the Issuer may, at its option, redeem the Series L A Preferred SharesStock, in whole or in part and within 120 days after the first date on which such Change of Control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption. If, prior to the Change of Control Conversion Date, the Issuer exercises any has provided or provides notice of its redemption rights relating with respect to the Series L A Preferred Shares Stock (whether its pursuant to the Issuer’s optional redemption right or its special optional redemption right), the holders of Series L A Preferred Shares Stock will not have the conversion right described below. A “Change of Control” is when, after the original issuance of the Series L A Preferred SharesStock, the following have occurred and are continuing: · the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Securities Exchange ActAct of 1934, as amended, of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of stock of the Issuer’s shares Issuer entitling that person to exercise more than 50% of the total voting power of all stock of its shares the Issuer entitled to vote generally in elections the election of trustees the Issuer’s directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and · following and as a result of the closing of any transaction referred to in the bullet point above, neither the Issuer nor the acquiring or surviving entity has a class of common securities (or ADRs representing such securities) listed on the NYSE, the NYSE Amex MKT or NASDAQ or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE Amex MKT or NASDAQ. See “Description of Series A Preferred Stock — Optional Redemption,” “— Special Optional Redemption” and “— Restrictions on Ownership and Transfer” in the preliminary prospectus supplement.

Appears in 1 contract

Samples: Purchase Agreement (Hatteras Financial Corp)

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