Repurchase and Redemption. This Article 4 will apply to the Notes in lieu of Article 3 of the Base Indenture, which will be deemed to be replaced with this Article 4, mutatis mutandis.
Repurchase and Redemption. Upon timely receipt of notice from the Company that it intends to repurchase or exercise its right of redemption in respect of any of the Deposited Securities, and satisfactory documentation, and only if the Depositary shall have determined that such proposed repurchase or redemption is practicable, the Depositary shall (to the extent practicable) provide to each relevant Holder a notice setting forth the Company’s intention to exercise the repurchase or redemption rights and any other particulars set forth in the Company’s notice to the Depositary. The Depositary shall instruct the Custodian to present to the Company the Deposited Securities in respect of which repurchase or redemption rights are being exercised against payment of the applicable repurchase or redemption price. Upon receipt of confirmation from the Custodian that the repurchase or redemption has taken place and that funds representing the repurchase or redemption price have been received, the Depositary shall convert, transfer, and distribute the proceeds (net of applicable (a) fees and charges of, and the expenses incurred by, the Depositary, and (b) taxes), 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. If less than all outstanding Deposited Securities are repurchased or redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as may be determined by the Depositary. The repurchase or redemption price per ADS shall be the dollar equivalent of the per share amount received by the Depositary (adjusted to reflect the ADS(s)-to-Share(s) ratio) upon the repurchase or redemption of the Deposited Securities represented by ADSs (subject to the terms of Section 4.8 of the Deposit Agreement and the applicable fees and charges of, and expenses incurred by, the Depositary, and taxes) multiplied by the number of Deposited Securities represented by each ADS repurchased or redeemed. Notwithstanding anything contained in the Deposit Agreement to the contrary, in the event the Company fails to give the Depositary timely notice of the proposed repurchase or redemption provided for above, the Depositary agrees to use commercially reasonable efforts to perform the actions contemplated in Section 4.7 of the Deposit Agreement, and the Company, the Holders and the Beneficial Owners acknowledge that the Depositary shall have no liability for the Depositary’s failure to perf...
Repurchase and Redemption. Section 4.01.
Repurchase and Redemption. Class E Units shall be subject to vesting, forfeiture, repurchase, redemption or other restrictions all as shall be provided under and in accordance with the applicable Related Agreement governing the grant of such Class E Units to a Holder.
Repurchase and Redemption. 15 Section 4.01. No Sinking Fund 15 Section 4.02. Right of Holders to Require the Company to Repurchase Notes upon a Fundamental Change 15 Section 4.03. Right of the Company to Redeem the Notes 18 Article 5 CONVERSION 20 Section 5.01. Right to Convert 20 Section 5.02. Conversion Procedures 21 Section 5.03. Settlement upon Conversion 22 Section 5.04. Reserve and Status of Common Stock Issued upon Conversion 23 Section 5.05. Adjustments to the Conversion Rate 23 Section 5.06. Voluntary Adjustments 30 Section 5.07. Adjustments to the Conversion Rate in Connection with a Make-Whole Fundamental Change 30 Section 5.08. Reserved 31 Section 5.09. Effect of Common Stock Change Event 31 Section 5.10. Conversion Agent 32 Article 6 SUCCESSORS 33 Section 6.01. When the Company May Merge, Etc. 33 Section 6.02. Successor Corporation Substituted 33 TABLE OF CONTENTS (continued) Page Section 6.03. Exclusion for Asset Transfers with Wholly Owned Subsidiaries 33 Article 7 DEFAULTS AND REMEDIES 34 Section 7.01. Events of Default 34 Section 7.02. Acceleration 35 Section 7.03. Sole Remedy for a Failure to Report 36 Section 7.04. Other Remedies 36 Section 7.05. Waiver of Past Defaults 37 Section 7.06. Control by Majority 37 Section 7.07. Limitation on Suits 37 Section 7.08. Absolute Right of Holders to Institute Suit for the Enforcement of the Right to Receive Payment and Conversion Consideration 37 Section 7.09. Collection Suit by Trustee 38 Section 7.10. Trustee May File Proofs of Claim 38 Section 7.11. Priorities 38 Section 7.12. Undertaking for Costs 38 Article 8 AMENDMENTS, SUPPLEMENTS AND WAIVERS 39 Section 8.01. Without the Consent of Holders 39 Section 8.02. With the Consent of Holders 40 Section 8.03. Notice of Amendments, Supplements and Waivers 40 Section 8.04. Notations and Exchanges 40 Section 8.05. Execution of Amendments, Supplements and Waivers 41 Article 9 SATISFACTION AND DISCHARGE 41 Section 9.01. Termination of Company’s Obligations 41 Section 9.02. Repayment to Company 41 Section 9.03. Reinstatement 42 Article 10 MISCELLANEOUS 42 Section 10.01. Notices 42 Section 10.02. Rules by the Trustee, the Registrar and The Paying Agent 43 Section 10.03. No Personal Liability of Directors, Officers, Employees and Stockholders 43 Section 10.04. Governing Law; Waiver of Jury Trail 43 Section 10.05. Submission to Jurisdiction 44 Section 10.06. No Adverse Interpretation of Other Agreements 44 Section 10.07. Successors 44 Section 10.08. Force Majeure 44 Section 10.09. U.S.A...
Repurchase and Redemption. Subject to the provisions of this Agreement, the Manager may cause the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire Units or other Equity Securities of the Company or any of its Subsidiaries from one or more holders thereof at any time.
Repurchase and Redemption. Obligations Section 2.2(b).....................................Options, Warrants and Similar Rights Section 2.6........................................Consents and Approval Section 2.7........................................Defaults Section 2.8........................................Undisclosed Liabilities; Absence of Changes Section 2.9........................................Litigation Section 2.10(b)....................................Compliance with Applicable Law Section 2.11(b)....................................
Repurchase and Redemption. 32 Section 3.01 Purchase at Option of Holders upon a Fundamental Change 32 Section 3.02 Fundamental Change Company Notice 32 Section 3.03 Repurchase Procedures 34 Section 3.04 Effect of Fundamental Change Purchase Notice 34 Section 3.05 Withdrawal of Fundamental Change Purchase Notice 35 Section 3.06 Deposit of Fundamental Change Purchase Price 35 Section 3.07 Notes Purchased or Redeemed in Whole or in Part 36 Section 3.08 Covenant To Comply with Applicable Laws upon Purchase of Notes 36 Section 3.09 Repayment to the Company 36 Section 3.10 Right of the Company to Redeem the Notes 36 ARTICLE 4. CONVERSION 41 Section 4.01 Right To Convert 41 Section 4.02 Conversion Procedures 44 Section 4.03 Settlement Upon Conversion 46 Section 4.04 Adjustment of Conversion Rate 49 Section 4.05 Discretionary and Voluntary Adjustments 58
Repurchase and Redemption. 30 Section 4.01
Repurchase and Redemption. At the Repurchase Closing, SPAC agrees to repurchase, and the Shareholder agrees to sell, transfer and deliver to SPAC, the Repurchase Shares subject to the terms and conditions set forth herein (the “Repurchase”). The repurchase price (the “Repurchase Price”) for the Repurchase Shares shall be $11,000,000.00 in cash, or $10.00 (ten dollars) per Repurchase Share. Concurrently with the consummation of the Repurchase, SPAC shall redeem 1,100,000 shares of SPAC Class C Common Stock (the “Redemption Shares”) held by the Shareholder, in each case at a redemption price equal to the par value thereof (the “Redemption Price”) (i.e., $0.0001 per share, or an aggregate redemption price of $110 for all such shares of SPAC Class C Common Stock being redeemed pursuant to this Agreement).
