(g) Mandatory Redemption.
(i) The Corporation shall redeem, from funds of
the Corporation legally available therefor, all of the
outstanding Series A Redeemable Preferred Stock at a price
equal to the Redemption Price on the earlier to occur of (a) a
Mandatory Redemption Event or (b) the Sixth Anniversary (each,
a "Mandatory Redemption Event").
(ii) The Corporation shall give written notice
(the "Redemption Notice") by mail, postage prepaid, to all
holders of Series A Redeemable Preferred Stock no later than
thirty-five (35) days prior to the anticipated date of a
Mandatory Redemption Event. The Redemption Notice shall
specify the date of redemption, which date shall be on or no
more than five (5) days prior to the anticipated date of the
Mandatory Redemption Event (the "Redemption Date"), the
Redemption Price and the aggregate number of shares being
redeemed by the Corporation (which, subject to legally
available funds therefor, shall be all of the issued and
outstanding shares of Series A Redeemable Preferred Stock),
and shall call upon each holder of Series A Redeemable
Preferred Stock to surrender to the Corporation on the
Redemption Date at the location specified in the notice, such
holders' certificate or certificates evidencing such shares.
Upon tendering such certificate or certificates, each
shareholder shall be entitled to receive full payment of the
Redemption Price. From and after the Redemption Date (unless
default shall be made by the Corporation in duly paying the
Redemption Price, in which event all of the rights of the
holders of such shares shall continue), the holders of the
shares of Series A Redeemable Preferred Stock so redeemed
shall cease to have any rights as shareholders of the
Corporation with respect to those shares except the right to
receive the Redemption Price upon surrender of the applicable
certificate or certificates. Such shares shall thereafter be
transferred to the Corporation to be held as treasury stock on
the books of the Corporation and shall not be deemed
outstanding for any purpose whatsoever until such time, if at
all, that the Corporation reissues any such shares.
(h) Definitions. For the purposes of this Section (1) of Article
7 the following terms shall have the following meanings:
"Business Day" shall mean any day other than a Saturday,
Sunday or a day on which commercial banks in Nashville, Tennessee are
required or authorized by law to be closed.
"Common Stock" shall mean collectively the Corporation's
authorized shares of Class A Common Stock, no par value and Class B
Common Stock, no par value.
"Conversion Event" shall mean the earlier to occur of (i) that
date which is sixty (60) days after a Spin Off or (ii) upon a