Depository of the number of Series D Preference Shares to be redeemed, and the Securities Depository will determine the number of Series D Preference Shares to be redeemed from the account of each of its participants holding such shares in its participant account. Thereafter, each participant will select the number of shares to be redeemed from each beneficial owner for whom it acts (including the participant, to the extent it holds Series D Preference Shares for its own account). A participant may determine to redeem Series D Preference Shares from some beneficial owners (including the participant itself) without redeeming Series D Preference Shares from the accounts of other beneficial owners.
(ii) So long as the Series D Preference Shares are held of record by the nominee of the Securities Depository, the redemption price will be paid by the Paying Agent (as defined below) to the Securities Depository on the redemption date. The normal procedures of The Depository Trust Company (DTC), as the initial Securities Depository, provide for it to distribute the amount of the redemption price in same-day funds to its participants who, in turn, are expected to distribute such funds to the persons for whom they are acting as agent.
(iii) If the Company gives or causes to be given a notice of redemption, then the Company shall deposit with the paying agent for the Series D Preference Shares (the Paying Agent) funds sufficient to redeem the Series D Preference Shares as to which notice has been given by the close of business, New York City time, no later than the Business Day immediately preceding the date fixed for redemption, and shall give the Paying Agent irrevocable instructions and authority to pay the redemption price to the holder or holders thereof upon surrender or deemed surrender (which will occur automatically if the certificate representing such shares is issued in the name of the Securities Depository or its nominee) of the certificates therefor. If notice of redemption shall have been given, unless the Company defaults in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the notice, then from and after the date fixed for redemption, all dividends on such shares will cease to accumulate and all rights of holders of such shares as the Companys shareholders will cease, except the right to receive the redemption price, including an amount equal to accumulated and unpaid dividends through the date fixed for redemption, whether or not declared. The Company shall be entitled to receive from the Paying Agent the interest income, if any, earned on such funds deposited with the Paying Agent (to the extent that such interest income is not required to pay the redemption price of the shares to be redeemed), and the holders of any shares so redeemed will have no claim to any such interest income. Any funds deposited with the Paying Agent hereunder by the Company for any reason, including, but not limited to, redemption of Series D Preference Shares, that remain unclaimed or unpaid after two years after the applicable redemption date or other payment date, shall be, to the extent permitted by law, repaid to the Company upon its written request, after which repayment the holders of the Series D Preference Shares entitled to such redemption or other payment shall have recourse only to the Company.
(iv) If only a portion of the Series D Preference Shares represented by a certificate has been called for redemption, upon surrender of the certificate to the Paying Agent (which will occur automatically if the certificate representing such shares is registered in the name of the Securities Depository or its nominee), the Paying Agent shall issue to the holder of such shares a new certificate (or adjust the applicable book-entry account) representing the number of Series D Preference Shares represented by the surrendered certificate that have not been called for redemption.
(v) Notwithstanding any notice of redemption, there shall be no redemption of any Series D Preference Shares called for redemption until funds sufficient to pay the full redemption price of such shares, including all accumulated and unpaid dividends to the date of redemption, whether or not declared, have been deposited by the Company with the Paying Agent.
(vi) Each of the Registrar, Transfer Agent and Paying Agent shall be selected by the Company in its sole discretion. Initially, Computershare Trust Company, N.A. shall act as Registrar, Transfer Agent and Paying Agent.
Section 5. Limited Conversion Rights Upon a Change of Control Triggering Event.
(a) Change of Control Conversion Right. Upon the occurrence of a Change of Control Triggering Event, each holder of Series D Preference Shares will have the right (unless the Company has provided notice of its election to redeem Series D Preference Shares as described in Section 4) to convert some or all of the Series D Preference Shares held by such holder on the Change of Control Conversion Date into a number of Common Shares per Series D Preference Share to be converted equal to (the Common Share Conversion Consideration) the lesser of: