Application of Proceeds Settlement. (a) So long as a Tax Event Redemption has not occurred, if a Holder of SPC Units has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) in the Purchase Contract Agreement, or has given such notice but failed to deliver the required cash prior to 11:00 A.M. (New York City time) on the fifth Business Day immediately preceding the Purchase Contract Settlement Date, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the remarketing of the related [Pledged Preferred Securities or] Pledged Notes. In such event, the Collateral Agent shall instruct the Securities Intermediary to Transfer the related [Pledged Preferred Securities or] Pledged Notes to the Remarketing Agent for remarketing. Upon receiving such [Pledged Preferred Securities or] Pledged Notes, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement, will use reasonable efforts to remarket such [Pledged Preferred Securities or] Pledged Notes on such date. The Remarketing Agent will deposit the entire amount of the Proceeds of such remarketing in the Collateral Account. On the Purchase Contract Settlement Date, the Collateral Agent shall instruct the Securities Intermediary to apply a portion of the Proceeds from such remarketing equal to the aggregate principal amount of such [Pledged Preferred Securities or] Pledged Notes to satisfy in full such Holder's obligations to pay the Purchase Price to purchase the shares of Common Stock under the related Purchase Contracts. The Collateral Agent shall also instruct the Securities Intermediary to apply a portion of the Proceeds of such remarketing equal to $[.0625] per [Pledged Preferred Security or] Pledged Note to pay the Remarketing Agent for its services rendered in connection with the remarketing. The balance of the Proceeds from such remarketing, if any, shall be transferred to the Purchase Contract Agent for the benefit of such Holder for distribution to such Holder. If the Remarketing Agent advises the Collateral Agent in writing that there has been a Failed Remarketing, thus resulting in an event of default under the Purchase Contract Agreement and hereunder, the Collateral Agent, for the benefit of the Company shall, at the written direction of the Company, dispose of the [Pledged Preferred Security or] Pledged Notes in accordance with applicable law and ...
Application of Proceeds Settlement. (a) In the event a Holder of Corporate Units, unless the Applicable Ownership Interests in the Treasury Portfolio have replaced the Applicable Ownership Interests in Debentures as a component of the Corporate Units, has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in Section 5.4(a)(i) of the Purchase Contract Agreement or has not made an Early Settlement or a Fundamental Change Early Settlement of the Purchase Contracts underlying its Corporate Units, such Holder shall be deemed to have consented to the disposition of the Debentures underlying
Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES has not made an effective Cash Settlement or an Early Settlement of the Purchase Contract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Preferred Securities to the Institutional Trustee for repayment at the Repayment Price. The Collateral Agent shall, at the written direction of the Purchase Contract Agent, promptly invest any Cash received in respect of the repayment of the
Application of Proceeds Settlement. In accordance with Section 5.4 of the Purchase Contract Agreement, a Holder of Income PRIDES who does not make an effective Cash Settlement or any Early Settlement of the Purchase Contract(s) shall be deemed to have instructed the Purchase Contract Agent, without any further instruction from the Holder of the Income PRIDES: (a) to the extent that the Debentures continue to remain the assets of the Trust, to direct the Institutional Trustee to exercise its right as a holder of Debentures to put the Debentures to the Company on the Purchase Contract Settlement Date in accordance with Section 2.8(2) of the Indenture or (b) to the extent that the Collateral Agent has become the holder of the Debentures (as a result of the termination of the Trust or otherwise), to exercise the Collateral Agent's right as a holder of Debentures to put the Debentures to the Company on the Purchase Contract Settlement Date in accordance with Section 2.8.(2) of the Indenture. As provided in Section 5.4 of the Purchase Contract Agreement, the consideration received from the Company with respect to the put of the Debentures shall be considered to be Proceeds of the Preferred Securities and as such will be paid to the Collateral Agent as secured party with respect to the Preferred Securities. The Collateral Agent shall pay or deliver any certified or cashiers' checks received in an aggregate amount equal to the Purchase Price to the Company on the Purchase Contract Settlement Date, and such amount shall be applied by the Company to the Purchase Price for the Purchase Contracts. Any excess funds shall be distributed by the Collateral Agent to the Purchase Contract Agent for payment to the relevant Holders.
Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement or has not made an Early Settlement of the Purchase Contract(s) underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contract(s) from the Proceeds of the related Pledged Preferred Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding
Application of Proceeds Settlement. (a) In the event a Holder of Income PRIDES (if a Tax Event Redemption has not occurred) has not elected to make an effective Cash Settlement by notifying the Purchase Contract Agent in the manner provided for in paragraph 5.4(a)(i) in the Purchase Contract Agreement and has not made an Early Settlement of the Purchase Contracts underlying its Income PRIDES, such Holder shall be deemed to have elected to pay for the shares of Common Stock to be issued under such Purchase Contracts from the Proceeds of the related Pledged Capital Securities. The Collateral Agent shall, by 10:00 a.m., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, without any instruction from such Holder of Income PRIDES, present the related Pledged Capital Securities to the Remarketing Agent for remarketing. Upon receiving such Pledged Capital Securities, the Remarketing Agent, pursuant to the terms of the Remarketing Agreement and the Supplemental Remarketing Agreement, will use its reasonable efforts to remarket such Pledged Capital Securities on such date at a price of approximately 100.75% (but not less than 100%) of the aggregate Value of such Pledged Capital Securities, plus accrued and unpaid distributions (including deferred distributions), if any, thereon. After deducting as the Remarketing Fee an amount not exceeding 50 basis points (.50%) of the aggregate Value of the
Application of Proceeds Settlement. Section 5. Voting Rights -- Debt Securities . . . .
Application of Proceeds Settlement. (a) In the event a Holder of Corporate Units, unless the Applicable Ownership Interests
Application of Proceeds Settlement. 13 ARTICLE VI-- Voting Rights - Pledged Debentures..................................................................14
