Collateral Substitution and the Re. Creation of Normal Units. At any time on or prior to the second Business Day immediately preceding the Stock Purchase Date, a Holder of Stripped Units shall have the right to reestablish Normal Units (a) consisting of the Purchase Contracts and Notes in integral multiples of 20 Normal Units, or (b) after a remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, consisting of the Purchase Contracts and the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units) or the appropriate portion of the Treasury Portfolio in integral multiples of Stripped Units such that the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to be deposited and the Treasury Securities to be released are in integral multiples of $1,000, by (x) Transferring to the Collateral Agent Notes or the appropriate Treasury Consideration the Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, then comprising such number of Normal Units as is equal to such Stripped Units and (y) delivering such Stripped Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has transferred Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to the Collateral Agent pursuant to clause (a) above and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped Units, whereupon the Purchase Contract Agent shall give such instruction to the Collateral Agent in the form provided in Exhibit A; provided that, such Holder of Stripped Units shall not have the right to reestablish Normal Units pursuant to this Section 4.2 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, from such Holder and the instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent.
Appears in 2 contracts
Samples: Pledge Agreement (Motorola Inc), Pledge Agreement (Motorola Inc)
Collateral Substitution and the Re. Creation of Normal Units. Units At any time on or prior to the second Business Day immediately preceding the Stock Share Purchase Date, a Holder of Stripped Units shall have the right to reestablish Normal Units (a) consisting of the Purchase Contracts and Notes in integral multiples of 20 40 Normal Units, or (b) after a remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, consisting of the Purchase Contracts and the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units) or the appropriate portion of the Treasury Portfolio in integral multiples of Stripped Units such so that the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to be deposited and the Treasury Securities to be released are in integral multiples of $1,000, by (x) Transferring to the Collateral Agent Notes or the appropriate Treasury Consideration the Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury PortfolioConsideration, as the case may be, then comprising such number of Normal Units as is equal to such Stripped Units and (y) delivering such Stripped Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has transferred Notes, Notes or Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to the Collateral Agent pursuant to clause (a) above and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped Units, whereupon the Purchase Contract Agent shall give such instruction to the Collateral Agent in the form provided in Exhibit A; provided that, such Holder of Stripped Units shall not have the right to reestablish Normal Units pursuant to this Section 4.2 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. A. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be, from such Holder and the instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent.
Appears in 2 contracts
Samples: Pledge Agreement (Platinum Underwriters Holdings LTD), Pledge Agreement (Platinum Underwriters Holdings LTD)
Collateral Substitution and the Re. Creation of Normal UnitsCREATION OF NORMAL UNITS. At any time on or prior to the second Business Day immediately preceding the Stock Purchase Date, a Holder of Stripped Units shall have the right to reestablish Normal Units (a) consisting of the Purchase Contracts and Notes in integral multiples of 20 40 Normal Units, or (b) after a remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, consisting of the Purchase Contracts and the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units) or the appropriate portion of the Treasury Portfolio in integral multiples of Stripped Units such that the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to be deposited and the Treasury Securities to be released are in integral multiples of $1,000, by (x) Transferring to the Collateral Agent the Notes or the appropriate Treasury Consideration the or Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of in the Treasury Portfolio, as the case may be, then comprising such number of Normal Units as is equal to such Stripped Units and (y) delivering such Stripped Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B heretoD to the Purchase Contract Agreement, to the Purchase Contract Agent stating that such Holder has transferred Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to the Collateral Agent pursuant to clause (a) above and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent in the form provided in Exhibit AC to the Purchase Contract Agreement; provided that, such Holder of Stripped Units shall not have the right to reestablish Normal Units pursuant to this Section 4.2 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, from such Holder and the instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent.
Appears in 1 contract
Samples: Pledge Agreement (Ameren Corp)
Collateral Substitution and the Re. Creation of Normal Units. Units At any time on or prior to the second Business Day immediately preceding the Stock Share Purchase Date, a Holder of Stripped Units shall have the right to reestablish Normal Units (a) consisting of the Purchase Contracts and Notes in integral multiples of 20 40 Normal Units, or (b) after a remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, consisting of the Purchase Contracts and the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration Xxxxxxxx Xxxxxxxxxxxxx then comprising Normal Units) or the appropriate portion of the Treasury Portfolio in integral multiples of Stripped Units such so that the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to be deposited and the Treasury Securities to be released are in integral multiples of $1,000l,000, by (x) Transferring to the Collateral Agent Notes or the appropriate Treasury Consideration the Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury PortfolioConsideration, as the case may be, then comprising such number of Normal Units as is equal to such Stripped Units and (y) delivering such Stripped Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has transferred Notes, Notes or Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to the Collateral Agent pursuant to clause (a) above and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped Units, whereupon the Purchase Contract Agent shall give such instruction to the Collateral Agent in the form provided in Exhibit A; provided that, such Holder of Stripped Units shall not have the right to reestablish Normal Units pursuant to this Section 4.2 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. A. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be, from such Holder and the instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent.
Appears in 1 contract
Samples: Pledge Agreement (Platinum Underwriters Holdings LTD)
Collateral Substitution and the Re. Creation of Normal Units. Units At any time on or prior to the second Business Day immediately preceding the Stock Purchase Date, a Holder of Stripped Units shall have the right to reestablish Normal Units (a) consisting of the Purchase Contracts and Notes in integral multiples of 20 40 Normal Units, or (b) after a remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, consisting of the Purchase Contracts and the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units) or the appropriate portion of the Treasury Portfolio in integral multiples of Stripped Units such so that the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to be deposited and the Treasury Securities to be released are in integral multiples of $1,000, by (x) Transferring to the Collateral Agent Notes or the appropriate Treasury Consideration the Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury PortfolioConsideration, as the case may be, then comprising such number of Normal Units as is equal to such Stripped Units and (y) delivering such Stripped Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has transferred Notes, Notes or Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to the Collateral Agent pursuant to clause (a) above and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped Units, whereupon the Purchase Contract Agent shall give such instruction to the Collateral Agent in the form provided in Exhibit A; provided that, such Holder of Stripped Units shall not have the right to reestablish Normal Units pursuant to this Section 4.2 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. A. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be, from such Holder and the instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent.
Appears in 1 contract
Collateral Substitution and the Re. Creation of Normal UnitsUpper DECS. --------------------------------------------------------- At any time on or prior to the second Business Day immediately preceding the Stock Purchase Date, a Holder of Stripped Units DECS shall have the right to reestablish Normal Units Upper DECS (a) consisting of the Forward Purchase Contracts and Notes in integral multiples of 20 Normal Units40 Upper DECS, or (b) after a remarketing of the Notes pursuant to the Forward Purchase Contract Agreement or a Tax Event Redemption, consisting of the Forward Purchase Contracts and the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal UnitsUpper DECS) or the appropriate portion of the Treasury Portfolio in integral multiples of Stripped Units DECS such that the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to be deposited and the Treasury Securities to be released are in integral multiples of $1,000, by (x) Transferring to the Collateral Agent Notes or the appropriate Treasury Consideration or the Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of in the Treasury Portfolio, as the case may be, then comprising such number of Normal Units Upper DECS as is equal to such Stripped Units DECS and (y) delivering such Stripped Units DECS to the Forward Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Forward Purchase Contract Agent stating that such Holder has transferred Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to the Collateral Agent pursuant to clause (ax) above and requesting that the Forward Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped UnitsDECS, whereupon the Forward Purchase Contract Agent shall give such instruction to the Collateral Agent in the form provided in Exhibit A; provided that, that such Holder of Stripped Units DECS shall not have the right to reestablish Normal Units Upper DECS pursuant to this Section 4.2 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, from such Holder and the instruction from the Forward Purchase Contract Agent, the Collateral Agent shall release the Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created hereby, to the Forward Purchase Contract Agent.
Appears in 1 contract
Samples: Pledge Agreement (Solutia Inc)
Collateral Substitution and the Re. Creation of Normal Units. CREATION OF NORMAL UNITS.
(a) At any time on or prior to the second thirteenth Business Day immediately preceding the Stock Purchase Date, a Holder of Stripped Units shall have the right to reestablish Normal Units (a) consisting of the Purchase Contracts and Notes in integral multiples of 20 40 Normal Units, or (b) after a remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Special Event Redemption, consisting of the Purchase Contracts and the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units) or the appropriate portion of the Treasury Portfolio in integral multiples of Stripped Units such so that the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to be deposited and the Treasury Securities to be released are in integral multiples of $1,000, by (x) Transferring to the Collateral Agent Notes or the appropriate Treasury Consideration the Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury PortfolioConsideration, as the case may be, then comprising such number of Normal Units as is equal to such Stripped Units and (y) delivering such Stripped Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit EXHIBIT B hereto, to the Purchase Contract Agent stating that such Holder has transferred Notes, Notes or Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to the Collateral Agent pursuant to clause (a) above and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped Units, whereupon the Purchase Contract Agent shall give such instruction to the Collateral Agent in the form provided in Exhibit A; provided that, such Holder of Stripped Units shall not have the right to reestablish Normal Units pursuant to this Section 4.2 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. EXHIBIT A. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be, from such Holder and the instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent.
Appears in 1 contract
Samples: Pledge Agreement (Xl Capital LTD)
Collateral Substitution and the Re. Creation of Normal Units. Units At any time on or prior to the second seventh Business Day immediately preceding the Stock Purchase Date, a Holder of Stripped Units shall have the right to reestablish Normal Units (a) consisting of the Purchase Contracts and Notes in integral multiples of 20 40 Normal Units, or (b) after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Special Event Redemption, consisting of the Purchase Contracts and the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units) or the appropriate portion of the Treasury Portfolio in integral multiples of Stripped Units such so that the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to be deposited and the Treasury Securities to be released are in integral multiples of $1,000, by (x) Transferring to the Collateral Agent Notes or the appropriate Treasury Consideration the Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury PortfolioConsideration, as the case may be, then comprising such number of Normal Units as is equal to such Stripped Units and (y) delivering such Stripped Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has transferred Notes, Notes or Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to the Collateral Agent pursuant to clause (a) above and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped Units, whereupon the Purchase Contract Agent shall give such instruction to the Collateral Agent in the form provided in Exhibit A; provided that, that such Holder of Stripped Units shall may not have the right to reestablish Normal Units substitute such Notes or Treasury Consideration for such Pledged Treasury Securities pursuant to this Section 4.2 during the period from four beginning on the fourth Business Days Day prior to any the first day of the first or second Remarketing Period until and ending on the expiration of three third Business Days Day after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury PortfolioTable of Contents Consideration, as the case may be, from such Holder and the instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent.
Appears in 1 contract
Collateral Substitution and the Re. Creation of Normal Equity Security Units. At any time on or prior to the second Business Day immediately preceding earlier of a successful remarketing of the Stock Notes in accordance with the provisions of Section 5.4 of the Purchase Contract Agreement or a Tax Event Redemption Date, a Holder of Stripped Equity Security Units shall have the right to reestablish Normal Equity Security Units (a) consisting of the Purchase Contracts and Notes in integral multiples of 20 Normal Units, or (b) after a remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, consisting of the Purchase Contracts and the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units) or the appropriate portion of the Treasury Portfolio in integral multiples of 40 Stripped Equity Security Units such that the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to be deposited and the Treasury Securities to be released are in integral multiples of $1,000, by (x) Transferring to the Collateral Agent Notes or in an aggregate principal amount equal to the appropriate Treasury Consideration the Applicable Ownership Interest (as defined in clause (A) of the definition of such term) aggregate principal amount at maturity of the Treasury Portfolio, as the case may be, then Securities comprising such number part of Normal Units as is equal to such Stripped Equity Security Units and (y) delivering such Stripped Equity Security Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has transferred Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio Transferred Notes to the Collateral Agent pursuant to clause (a) above and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped Equity Security Units, whereupon the Purchase Contract Agent shall give such instruction to the Collateral Agent in the form provided in Exhibit AA hereto; provided that, notwithstanding the foregoing, such Holder of Stripped Equity Security Units shall not have the right to reestablish Normal Equity Security Units pursuant to this Section 4.2 during any period beginning after 5:00 p.m., New York City time, on the period from four fourth Business Days prior to any Day immediately preceding the first Business Day of a Remarketing Period until and, if applicable, ending at 9:00 a.m., New York City time, on the expiration of three fourth Business Days after Day immediately succeeding the end of third Business Day such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, from such Holder and the instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent.
Appears in 1 contract
Samples: Pledge Agreement (Dte Energy Co)
Collateral Substitution and the Re. Creation of Normal Units. At any time on or prior to the second Business Day immediately preceding the Stock Purchase Date, a Holder of Stripped Units shall have the right to reestablish Normal Units (a) consisting of the Purchase Contracts and Notes Debentures in integral multiples of 20 Normal Units, or (b) after a remarketing of the Notes Debentures pursuant to the Purchase Contract Agreement or a Tax Event RedemptionAgreement, consisting of the Purchase Contracts and the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units) or the appropriate portion of the Treasury Portfolio in integral multiples of Stripped Units such that the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to be deposited and the Treasury Securities to be released are in integral multiples of $1,000, by (x) Transferring to the Collateral Agent Notes Debentures or the appropriate Treasury Consideration the Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury PortfolioConsideration, as the case may be, then comprising such number of Normal Units as is equal to such Stripped Units and (y) delivering such Stripped Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has transferred Notes, Debentures or Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to the Collateral Agent pursuant to clause (a) above and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped Units, whereupon the Purchase Contract Agent shall give such instruction to the Collateral Agent in the form provided in Exhibit A; provided that, such Holder of Stripped Units shall not have the right to reestablish Normal Units pursuant to this Section 4.2 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. A. Upon receipt of the Notes Debentures or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be, from such Holder and the instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent.
Appears in 1 contract
Samples: Pledge Agreement (Anthem Inc)
Collateral Substitution and the Re. Creation of Normal Units. At .
(a) Except as otherwise provided in this Section 4.2, at any time on or prior to 10:00 a.m. (New York City time) on the second tenth Business Day immediately preceding the Stock Purchase Date, a Holder of Stripped Units shall have the right to reestablish Normal Units by (a) consisting of the Purchase Contracts and Notes in integral multiples of 20 Normal Units, or (b) after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, consisting of the Purchase Contracts and the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units) or the appropriate portion of Applicable Ownership Interest in the Treasury Portfolio in integral multiples of Stripped Units such that the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to be deposited deposited, and the Treasury Securities to be released are in integral multiples of $1,000, by a (x) Transferring to the Collateral Agent Notes or the appropriate Treasury Consideration the Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of in the Treasury Portfolio, as the case may be, then comprising such number of Normal Units as is equal to such Stripped Units and (y) delivering by delivery of such Stripped Units to the Purchase Contract AgentUnits, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has transferred Notes, Treasury Consideration Notes or Applicable Ownership Interest Interests in the Treasury Portfolio to the Collateral Agent pursuant to clause (a) above this Section 4.2 and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped Units, whereupon the Purchase Contract Agent shall give such instruction to instruct the Collateral Agent substantially in the form provided in Exhibit A; provided thatA. Notwithstanding the foregoing, such a Holder of Stripped Units shall not have the right to reestablish Normal Units pursuant to this Section 4.2 during on or after 10:00 a.m. (New York City time)
(i) on the period from four fourth Business Days prior to Day immediately preceding the Initial Remarketing Date until the Business Day immediately following such Initial Remarketing Date; (ii) on the fourth Business Day immediately preceding any Subsequent Remarketing Period until the expiration of three Business Days after the end of Day immediately following such Remarketing Period; and (iii) on or after 10:00 a.m. (New York City time) on the tenth Business Day immediately preceding the Stock Purchase Date. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, from such Holder and the instruction from the Purchase Contract Agent, the Collateral Agent Agent, in accordance with the terms of this Agreement, shall release the Pledged Treasury Securities and shall promptly Transfer transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created hereby, under this Agreement to the Purchase Contract Agent.
(b) Holders of Stripped Units who reestablish Normal Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses.
Appears in 1 contract
Samples: Pledge Agreement (Toys R Us Inc)
Collateral Substitution and the Re. Creation of Normal Units. At any time on or prior to the second Business Day immediately preceding the Stock Purchase Date, a Holder of Stripped Units shall have the right to reestablish Normal Units (a) consisting of the Purchase Contracts and Notes in integral multiples of 20 10 Normal Units, or (b) after a remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, consisting of the Purchase Contracts and the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units) or the appropriate portion of the Treasury Portfolio in integral multiples of Stripped Units such that the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to be deposited and the Treasury Securities to be released are in integral multiples of $1,000, by (x) Transferring to the Collateral Agent Notes or the appropriate Treasury Consideration or the Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, then comprising such number of Normal Units as is equal to such Stripped Units and (y) delivering such Stripped Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has transferred Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to the Collateral Agent pursuant to clause (a) above and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped Units, whereupon the Purchase Contract Agent shall give such instruction to the Collateral Agent in the form provided in Exhibit A; provided that, such Holder of Stripped Units shall not have the right to reestablish Normal Units pursuant to this Section 4.2 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, from such Holder and the instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent.
Appears in 1 contract
Collateral Substitution and the Re. Creation of Normal Units. ----------------------------------------------------------- At any time on or prior to the second Business Day immediately preceding the Stock Purchase Date, a Holder of Stripped Units shall have the right to reestablish Normal Units (a) consisting of the Purchase Contracts and Notes in integral multiples of 20 10 Normal Units, or (b) after a remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Event Redemption, consisting of the Purchase Contracts and the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units) or the appropriate portion of the Treasury Portfolio in integral multiples of Stripped Units such that the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to be deposited and the Treasury Securities to be released are in integral multiples of $1,000, by (x) Transferring to the Collateral Agent Notes or the appropriate Treasury Consideration or the Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, then comprising such number of Normal Units as is equal to such Stripped Units and (y) delivering such Stripped Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has transferred Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to the Collateral Agent pursuant to clause (a) above and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped Units, whereupon the Purchase Contract Agent shall give such instruction to the Collateral Agent in the form provided in Exhibit A; provided that, such Holder of Stripped Units shall not have the right to reestablish Normal Units pursuant to this Section 4.2 during the period from four Business Days prior to any Remarketing Period until the expiration of three Business Days after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, from such Holder and the instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent.
Appears in 1 contract
Collateral Substitution and the Re. Creation of Normal Units. Units At any time on or prior to the second seventh Business Day immediately preceding the Stock Purchase Date, a Holder of Stripped Units shall have the right to reestablish Normal Units (a) consisting of the Purchase Contracts and Notes in integral multiples of 20 40 Normal Units, or (b) after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Special Event Redemption, consisting of the Purchase Contracts and the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units) or the appropriate portion of the Treasury Portfolio in integral multiples of Stripped Units such so that the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to be deposited and the Treasury Securities to be released are in integral multiples of $1,000, by (x) Transferring to the Collateral Agent Notes or the appropriate Treasury Consideration the Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury PortfolioConsideration, as the case may be, then comprising such number of Normal Units as is equal to such Stripped Units and (y) delivering such Stripped Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has transferred Notes, Notes or Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to the Collateral Agent pursuant to clause (a) above and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped Units, whereupon the Purchase Contract Agent shall give such instruction to the Collateral Agent in the form provided in Exhibit A; provided that, that such Holder of Stripped Units shall may not have the right to reestablish Normal Units substitute such Notes or Treasury Consideration for such Pledged Treasury Securities pursuant to this Section 4.2 during the period from four beginning on the fourth Business Days Day prior to any the first day of the first or second Remarketing Period until and ending on the expiration of three third Business Days Day after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be, from such Holder and the instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent.
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Collateral Substitution and the Re. Creation of Normal Units. At any time on or prior to the second seventh Business Day immediately preceding the Stock Purchase Date, a Holder of Stripped Units shall have the right to reestablish Normal Units (a) consisting of the Purchase Contracts and Notes in integral multiples of 20 [__] Normal Units, or (b) after a successful remarketing of the Notes pursuant to the Purchase Contract Agreement or a Tax Special Event Redemption, consisting of the Purchase Contracts and the appropriate Treasury Consideration (identified and calculated by reference to the Treasury Consideration then comprising Normal Units) or the appropriate portion of the Treasury Portfolio in integral multiples of Stripped Units such so that the Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to be deposited and the Treasury Securities to be released are in integral multiples of $1,000[____], by (x) Transferring to the Collateral Agent Notes or the appropriate Treasury Consideration the Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury PortfolioConsideration, as the case may be, then comprising such number of Normal Units as is equal to such Stripped Units and (y) delivering such Stripped Units to the Purchase Contract Agent, accompanied by a notice, substantially in the form of Exhibit B hereto, to the Purchase Contract Agent stating that such Holder has transferred Notes, Notes or Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio to the Collateral Agent pursuant to clause (a) above and requesting that the Purchase Contract Agent instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Stripped Units, whereupon the Purchase Contract Agent shall give such instruction to the Collateral Agent in the form provided in Exhibit A; provided that, that such Holder of Stripped Units shall may not have the right to reestablish Normal Units substitute such Notes or Treasury Consideration for such Pledged Treasury Securities pursuant to this Section 4.2 during the period from four beginning on the fourth Business Days Day prior to any the first day of the first or second Remarketing Period until and ending on the expiration of three third Business Days Day after the end of such Remarketing Period. Upon receipt of the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury PortfolioConsideration, as the case may be, from such Holder and the instruction from the Purchase Contract Agent, the Collateral Agent shall release the Pledged Treasury Securities and shall promptly Transfer such Pledged Treasury Securities, free and clear of any lien, pledge or security interest created hereby, to the Purchase Contract Agent.
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