Common use of Description of the Corporate Units Clause in Contracts

Description of the Corporate Units. Each Corporate Unit has a stated amount of $50 (the Stated Amount) and consists of (i) a Purchase Contract (a Purchase Contract) issued by the Company pursuant to which the holder thereof will agree to purchase from the Company and the Company will agree to sell to the holder thereof on August 15, 2019, subject to earlier settlement or termination, or if such day is not a business day, the following business day (the Purchase Contract Settlement Date), for $50 a variable number of shares (the Issuable Common Stock) of the Company’s common stock, without par value (the Common Stock), equal to the Settlement Rate (as defined in the Prospectus), subject to anti-dilution adjustments, as determined pursuant to the terms of the Purchase Contract and Pledge Agreement (as defined below) and (ii) (a) a 1/40 undivided beneficial ownership interest in $1,000 principal amount of the Company’s 2016 Series A-1 2.00% Remarketable Subordinated Notes due 2021 (the Series A-1 Notes) and (b) a 1/40 undivided beneficial ownership interest in $1,000 principal amount of the Company’s 2016 Series A-2 2.00% Remarketable Subordinated Notes due 2024 (the Series A-2 Notes and, together with the Series A-1 Notes, the Notes). The Purchase Contracts will be issued pursuant to the Purchase Contract and Pledge Agreement, to be dated as of the First Closing Date (as defined in Section 5) (the Purchase Contract and Pledge Agreement), among the Company and Deutsche Bank Trust Company Americas, as purchase contract agent (the Purchase Contract Agent) and attorney-in-fact for the holders of the Equity Units, Deutsche Bank Trust Company Americas, as collateral agent (the Collateral Agent), Deutsche Bank Trust Company Americas, as the custodial agent (the Custodial Agent) and Deutsche Bank Trust Company Americas, as the securities intermediary (the Securities Intermediary). A holder of Corporate Units, at its option, may elect to create “Treasury Units” in accordance with the Purchase Contract and Pledge Agreement by substituting pledged U.S. Treasury securities for any pledged ownership interests in the Notes. Unless otherwise indicated, the term “Equity Units” includes both Corporate Units and Treasury Units. The Notes are to be issued under the Company’s Junior Subordinated Indenture II, dated as of June 1, 2006 (the Base Indenture), between the Company and The Bank of New York Mellon (successor trustee to JPMorgan Chase Bank, N.A.), as Trustee (the Indenture Trustee), as supplemented and amended by the Third Supplemental and Amending Indenture, dated as of June 1, 2009 (the Third Supplemental Indenture), among the Company, the Indenture Trustee and Deutsche Bank Trust Company Americas (the Series Trustee), the Eleventh Supplemental Indenture, dated as of August 1, 2016, among the Company, the Indenture Trustee and the Series Trustee (the Eleventh Supplemental Indenture), and the Twelfth Supplemental Indenture, dated as of August 1, 2016, among the Company, the Indenture Trustee and the Series Trustee (the Twelfth Supplemental Indenture and, together with the Eleventh Supplemental Indenture, the Third Supplemental Indenture and the Base Indenture, the Indenture). A Corporate Unit holder’s ownership interest in each Note initially will be pledged to secure such holder’s obligations under the related Purchase Contracts, such pledge to be on the terms and conditions set forth in the Purchase Contract and Pledge Agreement. Pursuant to a Remarketing Agreement, to be entered into by the Company, the Purchase Contract Agent, as the purchase contract agent and as attorney-in-fact for the holders of the Equity Units, and the remarketing agents named therein (the Remarketing Agents) in such form and dated as of such date as to be determined by the parties thereto (the Remarketing Agreement), the Notes will be remarketed, subject to certain terms and conditions. The “Component Securities” means, collectively, the Purchase Contracts, the Notes and the Issuable Common Stock. The terms and rights of any particular issuance of the Equity Units and/or Component Securities shall be specified in (i) the Indenture or (ii) the Purchase Contract and Pledge Agreement, as applicable (the documents listed in clauses (i) through (ii), together with the Remarketing Agreement, each a Securities Agreement and, collectively, the Securities Agreements). Schedule II specifies the aggregate number of Corporate Units, the initial public offering price of the Corporate Units, and the purchase price to be paid by the Underwriters and sets forth the date, time and manner of delivery of the Corporate Units and payment therefor. Schedule II also specifies (to the extent not set forth in Sections 4 and 5 herein, or in the Registration Statement, Time of Sale Information or Prospectus, each such term as defined below) the terms and provisions for the purchase of such Corporate Units.

Description of the Corporate Units. Each Corporate Unit has a stated amount of $50 (the Stated Amount) and consists of (i) a Purchase Contract (a Purchase Contract) issued by the Company pursuant to which the holder thereof will agree to purchase from the Company and the Company will agree to sell to the holder thereof on August 15July 1, 20192016, subject to earlier settlement or termination, or if such day is not a business day, the following business day (the Purchase Contract Settlement Date), for $50 a variable number of shares (the Issuable Common Stock) of the Company’s common stock, without par value (the Common Stock), equal to the Settlement Rate (as defined in the Prospectus), subject to anti-dilution adjustments, as determined pursuant to the terms of the Purchase Contract and Pledge Agreement (as defined below) and (ii) (a) a 1/40 1/20 undivided beneficial ownership interest in $1,000 principal amount of the Company’s 2016 2013 Series A-1 2.00B 1.18% Remarketable Subordinated Notes due 2021 2019 (the Series A-1 Notes) and (b) a 1/40 undivided beneficial ownership interest in $1,000 principal amount of the Company’s 2016 Series A-2 2.00% Remarketable Subordinated Notes due 2024 (the Series A-2 Notes and, together with the Series A-1 Notes, the Notes). The Purchase Contracts will be issued pursuant to the Purchase Contract and Pledge Agreement, to be dated as of the First Closing Date (as defined in Section 5) (the Purchase Contract and Pledge Agreement), among the Company and Deutsche Bank Trust Company Americas, as purchase contract agent (the Purchase Contract Agent) and attorney-in-fact for the holders of the Equity Units, Deutsche Bank Trust Company Americas, as collateral agent (the Collateral Agent), Deutsche Bank Trust Company Americas, as the custodial agent (the Custodial Agent) and Deutsche Bank Trust Company Americas, as the securities intermediary (the Securities Intermediary). A holder of Corporate Units, at its option, may elect to create “Treasury Units” in accordance with the Purchase Contract and Pledge Agreement by substituting pledged U.S. Treasury securities for any pledged ownership interests in the Notes. Unless otherwise indicated, the term “Equity Units” includes both Corporate Units and Treasury Units. The Notes are to be issued under the Company’s Junior Subordinated Indenture II, dated as of June 1, 2006 (the Base Indenture), between the Company and The Bank of New York Mellon (successor trustee to JPMorgan Chase Bank, N.A.), as Trustee (the Indenture Trustee), as supplemented and amended by the Third Supplemental and Amending Indenture, dated as of June 1, 2009 (the Third Supplemental Indenture), among the Company, the Indenture Trustee and Deutsche Bank Trust Company Americas (the Series Trustee), and the Eleventh Fifth Supplemental Indenture, dated as of August June 1, 20162013, among the Company, the Indenture Trustee and the Series Trustee (the Eleventh Supplemental Indenture), and the Twelfth Supplemental Indenture, dated as of August 1, 2016, among the Company, the Indenture Trustee and the Series Trustee (the Twelfth Fifth Supplemental Indenture and, together with the Eleventh Supplemental Indenture, the Third Supplemental Indenture and the Base Indenture, the Indenture). A Corporate Unit holder’s ownership interest in each Note initially will be pledged to secure such holder’s obligations under the related Purchase Contracts, such pledge to be on the terms and conditions set forth in the Purchase Contract and Pledge Agreement. Pursuant to a Remarketing Agreement, to be entered into by the Company, the Purchase Contract Agent, as the purchase contract agent and as attorney-in-fact for the holders of the Equity Units, and the remarketing agents named therein (the Remarketing Agents) in such form and dated as of such date as to be determined by the parties thereto (the Remarketing Agreement), the Notes will be remarketed, subject to certain terms and conditions. The “Component Securities” means, collectively, the Purchase Contracts, the Notes and the Issuable Common Stock. The terms and rights of any particular issuance of the Equity Units and/or Component Securities shall be specified in (i) the Indenture or (ii) the Purchase Contract and Pledge Agreement, as applicable (the documents listed in clauses (i) through (ii), together with the Remarketing Agreement, each a Securities Agreement and, collectively, the Securities Agreements). Schedule II specifies the aggregate number of Corporate Units, the initial public offering price of the Corporate Units, and the purchase price to be paid by the Underwriters and sets forth the date, time and manner of delivery of the Corporate Units and payment therefor. Schedule II also specifies (to the extent not set forth in Sections 4 and 5 herein, or in the Registration Statement, Time of Sale Information or Prospectus, each such term as defined below) the terms and provisions for the purchase of such Corporate Units.

Description of the Corporate Units. Each Corporate Unit has a stated amount of $50 100 (the Stated Amount) and consists of (i) a Purchase Contract (a Purchase Contract) issued by the Company pursuant to which the holder thereof will agree to purchase from the Company and the Company will agree to sell to the holder thereof on August 15June 1, 20192022, subject to earlier settlement or termination, or if such day is not a business day, the following business day (the Purchase Contract Settlement Date), for $50 100 a variable number of shares (the Issuable Common Stock) of the Company’s common stock, without par value (the Common Stock), equal to the Settlement Rate (as defined in the Prospectus), subject to anti-dilution adjustmentsadjustments and subject to adjustment in certain circumstances if the holder elects to settle the Purchase Contract early, as determined pursuant to the terms of the Purchase Contract and Pledge Agreement (as defined below) and (ii) (a) a 1/40 1/10 undivided beneficial ownership interest in one share of 1.75% Series A Cumulative Perpetual Convertible Preferred Stock, without par value, with a liquidation preference of $1,000 principal amount of per share (the Convertible Preferred Stock) or (b) following a successful optional remarketing, the “applicable ownership interest” (as defined in the Prospectus) in the “Treasury portfolio” (as defined in the Prospectus). The Convertible Preferred Stock will be convertible into, at the Company’s 2016 Series A-1 2.00% Remarketable Subordinated Notes due 2021 election, shares of Common Stock (the Series A-1 Notes) Underlying Securities), cash or a combination of cash and (b) a 1/40 undivided beneficial ownership interest in $1,000 principal amount shares of the Company’s 2016 Series A-2 2.00% Remarketable Subordinated Notes due 2024 (the Series A-2 Notes and, together with the Series A-1 Notes, the Notes)Common Stock. The Purchase Contracts will be issued pursuant to the Purchase Contract and Pledge Agreement, to be dated as of the First Closing Date (as defined in Section 5) (the Purchase Contract and Pledge Agreement), among the Company and Deutsche Bank Trust Company Americas, as purchase contract agent (the Purchase Contract Agent) and attorney-in-fact for the holders of the Equity Units, Deutsche HSBC Bank Trust Company AmericasUSA, National Association, as collateral agent (the Collateral Agent), Deutsche Bank Trust Company Americas, as the custodial agent (the Custodial Agent) and Deutsche Bank Trust Company Americas, as the securities intermediary (the Securities Intermediary). A holder of Corporate Units, at its option, may elect to create “Treasury Units” in accordance with the Purchase Contract and Pledge Agreement by substituting pledged U.S. Treasury securities for any pledged ownership interests in the NotesConvertible Preferred Stock. Unless otherwise indicated, the term “Equity Units” includes both Corporate Units and Treasury Units. The Notes are terms, including the preferences, rights and limitations, of the Convertible Preferred Stock will be established by certain senior officers of the Company, acting upon authority delegated to be issued under them by the Company’s Junior Subordinated Indenture IIboard of directors pursuant to the Company’s Articles of Incorporation, dated as of June 1, 2006 amended and restated (the Base Indenture), between the Company and The Bank Articles of New York Mellon (successor trustee to JPMorgan Chase Bank, N.A.), as Trustee (the Indenture Trustee), as supplemented and amended by the Third Supplemental and Amending Indenture, dated as of June 1, 2009 (the Third Supplemental Indenture), among the Company, the Indenture Trustee and Deutsche Bank Trust Company Americas (the Series Trustee), the Eleventh Supplemental Indenture, dated as of August 1, 2016, among the Company, the Indenture Trustee and the Series Trustee (the Eleventh Supplemental IndentureIncorporation), and Virginia Code Section 13.1-689, and will be contained in articles of amendment to the Twelfth Supplemental Indenture, dated as Articles of August 1, 2016, among the Company, the Indenture Trustee and the Series Trustee Incorporation (the Twelfth Supplemental Indenture andArticles of Amendment), together to be filed with the Eleventh Supplemental IndentureState Corporation Commission of the Commonwealth of Virginia on or before June 12, the Third Supplemental Indenture and the Base Indenture, the Indenture)2019. A Corporate Unit holder’s ownership interest in each Note the Convertible Preferred Stock forming a part of the Corporate Units initially will be pledged to secure such holder’s obligations under the related Purchase Contracts, such pledge to be on the terms and conditions set forth in the Purchase Contract and Pledge Agreement. Pursuant to a Remarketing Agreement, to be entered into by the Company, the Purchase Contract Agent, as the purchase contract agent and as attorney-in-fact for the holders of the Equity Units, and the remarketing agents named therein (the Remarketing Agents) in such form and dated as of such date as to be determined by the parties thereto (the Remarketing Agreement), the Notes Convertible Preferred Stock will be remarketed, subject to certain terms and conditions. The “Component Securities” means, collectively, the Purchase Contracts, the Notes Convertible Preferred Stock and the Issuable Common Stock. The terms and rights of any particular issuance of the Equity Units and/or Component Securities and/or Underlying Securities shall be specified in (i) the Indenture Articles of Incorporation, (ii) the Articles of Amendment or (iiiii) the Purchase Contract and Pledge Agreement, as applicable (the documents listed in clauses (i) through (iiiii), together with the Remarketing Agreement, each a Securities Agreement and, collectively, the Securities Agreements). Schedule II specifies the aggregate number of Corporate Units, the initial public offering price of the Corporate Units, and the purchase price to be paid by the Underwriters and sets forth the date, time and manner of delivery of the Corporate Units and payment therefor. Schedule II also specifies (to the extent not set forth in Sections 4 and 5 herein, or in the Registration Statement, Time of Sale Information or Prospectus, each such term as defined below) the terms and provisions for the purchase of such Corporate Units.

Description of the Corporate Units. Each Corporate Unit has a stated amount of $50 (the Stated Amount) and consists of (i) a Purchase Contract (a Purchase Contract) issued by the Company pursuant to which the holder thereof will agree to purchase from the Company and the Company will agree to sell to the holder thereof on August 15April 1, 20192016, subject to earlier settlement or termination, or if such day is not a business day, the following business day (the Purchase Contract Settlement Date), for $50 a variable number of shares (the Issuable Common Stock) of the Company’s common stock, without par value (the Common Stock), equal to the Settlement Rate (as defined in the Prospectus), subject to anti-dilution adjustments, as determined pursuant to the terms of the Purchase Contract and Pledge Agreement (as defined below) and (ii) (a) a 1/40 1/20 undivided beneficial ownership interest in $1,000 principal amount of the Company’s 2016 2013 Series A-1 2.00A 1.07% Remarketable Subordinated Notes due 2021 (the Series A-1 Notes) and (b) a 1/40 undivided beneficial ownership interest in $1,000 principal amount of the Company’s 2016 Series A-2 2.00% Remarketable Subordinated Notes due 2024 (the Series A-2 Notes and, together with the Series A-1 Notes, the Notes). The Purchase Contracts will be issued pursuant to the Purchase Contract and Pledge Agreement, to be dated as of the First Closing Date (as defined in Section 5) (the Purchase Contract and Pledge Agreement), among the Company and Deutsche Bank Trust Company Americas, as purchase contract agent (the Purchase Contract Agent) and attorney-in-fact for the holders of the Equity Units, Deutsche Bank Trust Company Americas, as collateral agent (the Collateral Agent), Deutsche Bank Trust Company Americas, as the custodial agent (the Custodial Agent) and Deutsche Bank Trust Company Americas, as the securities intermediary (the Securities Intermediary). A holder of Corporate Units, at its option, may elect to create “Treasury Units” in accordance with the Purchase Contract and Pledge Agreement by substituting pledged U.S. Treasury securities for any pledged ownership interests in the Notes. Unless otherwise indicated, the term “Equity Units” includes both Corporate Units and Treasury Units. The Notes are to be issued under the Company’s Junior Subordinated Indenture II, dated as of June 1, 2006 (the Base Indenture), between the Company and The Bank of New York Mellon (successor trustee to JPMorgan Chase Bank, N.A.), as Trustee (the Indenture Trustee), as supplemented and amended by the Third Supplemental and Amending Indenture, dated as of June 1, 2009 (the Third Supplemental Indenture), among the Company, the Indenture Trustee and Deutsche Bank Trust Company Americas (the Series Trustee), and the Eleventh Fourth Supplemental Indenture, dated as of August June 1, 20162013, among the Company, the Indenture Trustee and the Series Trustee (the Eleventh Supplemental Indenture), and the Twelfth Supplemental Indenture, dated as of August 1, 2016, among the Company, the Indenture Trustee and the Series Trustee (the Twelfth Fourth Supplemental Indenture and, together with the Eleventh Supplemental Indenture, the Third Supplemental Indenture and the Base Indenture, the Indenture). A Corporate Unit holder’s ownership interest in each Note initially will be pledged to secure such holder’s obligations under the related Purchase Contracts, such pledge to be on the terms and conditions set forth in the Purchase Contract and Pledge Agreement. Pursuant to a Remarketing Agreement, to be entered into by the Company, the Purchase Contract Agent, as the purchase contract agent and as attorney-in-fact for the holders of the Equity Units, and the remarketing agents named therein (the Remarketing Agents) in such form and dated as of such date as to be determined by the parties thereto (the Remarketing Agreement), the Notes will be remarketed, subject to certain terms and conditions. The “Component Securities” means, collectively, the Purchase Contracts, the Notes and the Issuable Common Stock. The terms and rights of any particular issuance of the Equity Units and/or Component Securities shall be specified in (i) the Indenture or (ii) the Purchase Contract and Pledge Agreement, as applicable (the documents listed in clauses (i) through (ii), together with the Remarketing Agreement, each a Securities Agreement and, collectively, the Securities Agreements). Schedule II specifies the aggregate number of Corporate Units, the initial public offering price of the Corporate Units, and the purchase price to be paid by the Underwriters and sets forth the date, time and manner of delivery of the Corporate Units and payment therefor. Schedule II also specifies (to the extent not set forth in Sections 4 and 5 herein, or in the Registration Statement, Time of Sale Information or Prospectus, each such term as defined below) the terms and provisions for the purchase of such Corporate Units.

Description of the Corporate Units. Each Corporate Unit has a stated amount of $50 (the Stated Amount) and consists of (i) a Purchase Contract (a Purchase Contract) issued by the Company pursuant to which the holder thereof will agree to purchase from the Company and the Company will agree to sell to the holder thereof on August 15July 1, 20192017, subject to earlier settlement or termination, or if such day is not a business day, the following business day (the Purchase Contract Settlement Date), for $50 a variable number of shares (the Issuable Common Stock) of the Company’s common stock, without par value (the Common Stock), equal to the Settlement Rate (as defined in the Prospectus), subject to anti-dilution adjustments, as determined pursuant to the terms of the Purchase Contract and Pledge Agreement (as defined below) and (ii) (a) a 1/40 1/20 undivided beneficial ownership interest in $1,000 principal amount of the Company’s 2016 2014 Series A-1 2.00A 1.50% Remarketable Subordinated Notes due 2021 2020 (the Series A-1 Notes) and (b) a 1/40 undivided beneficial ownership interest in $1,000 principal amount of the Company’s 2016 Series A-2 2.00% Remarketable Subordinated Notes due 2024 (the Series A-2 Notes and, together with the Series A-1 Notes, the Notes). The Purchase Contracts will be issued pursuant to the Purchase Contract and Pledge Agreement, to be dated as of the First Closing Date (as defined in Section 5) (the Purchase Contract and Pledge Agreement), among the Company and Deutsche Bank Trust Company Americas, as purchase contract agent (the Purchase Contract Agent) and attorney-in-fact for the holders of the Equity Units, Deutsche Bank Trust Company Americas, as collateral agent (the Collateral Agent), Deutsche Bank Trust Company Americas, as the custodial agent (the Custodial Agent) and Deutsche Bank Trust Company Americas, as the securities intermediary (the Securities Intermediary). A holder of Corporate Units, at its option, may elect to create “Treasury Units” in accordance with the Purchase Contract and Pledge Agreement by substituting pledged U.S. Treasury securities for any pledged ownership interests in the Notes. Unless otherwise indicated, the term “Equity Units” includes both Corporate Units and Treasury Units. The Notes are to be issued under the Company’s Junior Subordinated Indenture II, dated as of June 1, 2006 (the Base Indenture), between the Company and The Bank of New York Mellon (successor trustee to JPMorgan Chase Bank, N.A.), as Trustee (the Indenture Trustee), as supplemented and amended by the Third Supplemental and Amending Indenture, dated as of June 1, 2009 (the Third Supplemental Indenture), among the Company, the Indenture Trustee and Deutsche Bank Trust Company Americas (the Series Trustee), and the Eleventh Sixth Supplemental Indenture, dated as of August June 1, 20162014, among the Company, the Indenture Trustee and the Series Trustee (the Eleventh Supplemental Indenture), and the Twelfth Supplemental Indenture, dated as of August 1, 2016, among the Company, the Indenture Trustee and the Series Trustee (the Twelfth Sixth Supplemental Indenture and, together with the Eleventh Supplemental Indenture, the Third Supplemental Indenture and the Base Indenture, the Indenture). A Corporate Unit holder’s ownership interest in each Note initially will be pledged to secure such holder’s obligations under the related Purchase Contracts, such pledge to be on the terms and conditions set forth in the Purchase Contract and Pledge Agreement. Pursuant to a Remarketing Agreement, to be entered into by the Company, the Purchase Contract Agent, as the purchase contract agent and as attorney-in-fact for the holders of the Equity Units, and the remarketing agents named therein (the Remarketing Agents) in such form and dated as of such date as to be determined by the parties thereto (the Remarketing Agreement), the Notes will be remarketed, subject to certain terms and conditions. The “Component Securities” means, collectively, the Purchase Contracts, the Notes and the Issuable Common Stock. The terms and rights of any particular issuance of the Equity Units and/or Component Securities shall be specified in (i) the Indenture or (ii) the Purchase Contract and Pledge Agreement, as applicable (the documents listed in clauses (i) through (ii), together with the Remarketing Agreement, each a Securities Agreement and, collectively, the Securities Agreements). Schedule II specifies the aggregate number of Corporate Units, the initial public offering price of the Corporate Units, and the purchase price to be paid by the Underwriters and sets forth the date, time and manner of delivery of the Corporate Units and payment therefor. Schedule II also specifies (to the extent not set forth in Sections 4 and 5 herein, or in the Registration Statement, Time of Sale Information or Prospectus, each such term as defined below) the terms and provisions for the purchase of such Corporate Units.