Early Settlement; Merger Early Settlement; Cash Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Units have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement of their respective obligations under the Purchase Contracts forming a part of such Units in accordance with the terms of the Purchase Contracts and the Purchase Contract Agreement (setting forth the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed by written notice to the Collateral Agent by the Company, the related Early Settlement Amounts, Merger Early Settlement Amounts or Cash Settlement Amounts, as the case may be, pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement, Merger Early Settlement or Cash Settlement, as the case may be, have been satisfied, then the Collateral Agent shall release from the Pledge (a) Pledged Notes or Pledged Treasury Consideration, as the case may be, in the case of a Holder of Normal Units or (b) Pledged Treasury Securities, in the case of a Holder of Stripped Units, identified by the Purchase Contract Agent as relating to such Purchase Contracts as to which such Holders have paid such Early Settlement Amounts, Merger Early Settlement Amounts or Cash Settlement Amounts, and shall Transfer all such Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, free and clear of the Pledge created hereby, to the Purchase Contract Agent for the benefit of the Holders.
Appears in 6 contracts
Samples: Pledge Agreement (Lazard Group Finance LLC), Pledge Agreement (Lazard LTD), Pledge Agreement (Xl Capital LTD)
Early Settlement; Merger Early Settlement; Cash Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Units have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement of their respective obligations under the Purchase Contracts forming a part of such Units in accordance with the terms of the Purchase Contracts and the Purchase Contract Agreement (setting forth the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement), and that the Purchase Contract Agent has received from such Holders, and paid to the Company Company, as confirmed by written notice to the Collateral Agent in writing by the Company, the related Early Settlement Amounts, Merger Early Settlement Amounts or Cash Settlement Amounts, as the case may be, pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement, Merger Early Settlement or Cash Settlement, as the case may be, have been satisfied, then the Collateral Agent shall release from the Pledge (a) Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, in the case of a Holder of Normal Units or (b) Pledged Treasury Securities, in the case of a Holder of Stripped Units, identified by the Purchase Contract Agent as relating to such Purchase Contracts as to which such Holders have paid such elected to effect Early Settlement AmountsSettlement, Merger Early Settlement Amounts or Cash Settlement AmountsSettlement, and shall Transfer all such Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, free and clear of the Pledge created hereby, to the Purchase Contract Agent for the benefit of the such Holders.
Appears in 4 contracts
Samples: Pledge Agreement (Northrop Grumman Corp /De/), Pledge Agreement (Motorola Inc), Pledge Agreement (Motorola Inc)
Early Settlement; Merger Early Settlement; Cash Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Units have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement of their respective obligations under the Purchase Contracts forming a part of such Units in accordance with the terms of the Purchase Contracts and the Purchase Contract Agreement (setting forth the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed by written notice to the Collateral Agent in writing by the Company, the related Early Settlement Amounts, Merger Early Settlement Amounts or Cash Settlement Amounts, as the case may be, pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement, Merger Early Settlement or Cash Settlement, as the case may be, have been satisfied, then the Collateral Agent shall release from the Pledge (a) Pledged Notes or Pledged Treasury Consideration, as the case may be, in the case of a Holder of Normal Units or (b) Pledged Treasury Securities, in the case of a Holder of Stripped Units, identified by the Purchase Contract Agent as relating to such Purchase Contracts as to which such Holders have paid such elected to effect Early Settlement AmountsSettlement, Merger Early Settlement Amounts or Cash Settlement AmountsSettlement, and shall Transfer all such Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, free and clear of the Pledge any lien, pledge or security interest created hereby, to the Purchase Contract Agent for the benefit of the Holders.
Appears in 3 contracts
Samples: Pledge Agreement (Unumprovident Corp), Pledge Agreement (Platinum Underwriters Holdings LTD), Pledge Agreement (Platinum Underwriters Holdings LTD)
Early Settlement; Merger Early Settlement; Cash Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Units have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement of their respective obligations under the Purchase Contracts forming a part of such Units in accordance with the terms of the Purchase Contracts and the Purchase Contract Agreement (setting forth the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed by written notice to the Collateral Agent by the Company, the related Early Settlement Amounts, Merger Early Settlement Amounts or Cash Settlement Amounts, as the case may be, pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement, Merger Early Settlement or Cash Settlement, as the case may be, have been satisfied, then the Collateral Agent shall release from the Pledge (a) Pledged Notes or Pledged Treasury Consideration, as the case may be, in the case of a Holder of Normal Units or (b) Pledged Treasury Securities, in the case of a Holder of Stripped Units, identified by the Purchase Contract Agent as relating to such Purchase Contracts as to which such Holders have paid such elected to effect Early Settlement AmountsSettlement, Merger Early Settlement Amounts or Cash Settlement AmountsSettlement, and shall Transfer all such Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, free and clear of the Pledge any lien, pledge or security interest created hereby, to the Purchase Contract Agent for the benefit of the Holders.
Appears in 3 contracts
Samples: Pledge Agreement (Unumprovident Corp), Pledge Agreement (Unumprovident Corp), Pledge Agreement (Union Planters Corp)
Early Settlement; Merger Early Settlement; Cash Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Units have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement of their respective obligations under the Purchase Contracts forming a part of such Units in accordance with the terms of the Purchase Contracts and the Purchase Contract Agreement (setting forth the number of such Purchase Contracts as to which such Holders have elected to effect such Early Settlement, Merger Early Settlement or Cash Settlement), and that the Purchase Contract Agent has received from such Holders, and paid to the Company Company, as confirmed by written notice to the Collateral Agent in writing by the Company, the related Early Settlement Amounts, Merger Early Settlement Amounts or Cash Settlement Amounts, as the case may be, pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement, Merger Early Settlement or Cash Settlement, as the case may be, have been satisfied, then the Collateral Agent shall release from the Pledge (a) Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, in the case of a Holder of Normal Units or (b) Pledged Treasury Securities, in the case of a Holder of Stripped Units, identified by the Purchase Contract Agent as relating to such Purchase Contracts as to which such Holders have paid elected to effect such Early Settlement AmountsSettlement, Merger Early Settlement Amounts or Cash Settlement AmountsSettlement, and shall Transfer all such Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, free and clear of the Pledge created hereby, to the Purchase Contract Agent for the benefit of the such Holders.
Appears in 2 contracts
Samples: Pledge Agreement (Ameren Capital Trust Ii), Pledge Agreement (Ameren Corp)
Early Settlement; Merger Early Settlement; Cash Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Equity Security Units or Stripped Equity Security Units have elected to effect Early Settlement, Settlement or Merger Early Settlement or that one or more Holders of Equity Security Units have elected to effect Cash Settlement Settlement, in each case, of their respective obligations under the Purchase Contracts forming a part of such Equity Security Units or Stripped Equity Security Units in accordance with the terms of the Purchase Contracts and the Purchase Contract Agreement (setting forth the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement), and that the Purchase Contract Agent has received from such Holders, and paid to the Company Company, as confirmed by written notice to the Collateral Agent in writing by the Company, the related Early Settlement Amounts, Merger Early Settlement Amounts or the Purchase Prices in the case of the Cash Settlement AmountsSettlement, as the case may be, pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement, Merger Early Settlement or Cash Settlement, as the case may be, have been satisfied, then the Collateral Agent shall release from the Pledge (a) Pledged Notes Notes, the appropriate Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or the appropriate Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, in the case of a Holder of Normal Equity Security Units effecting Early Settlement or Merger Early Settlement or (b) Pledged Treasury Securities, in the case of a Holder of Stripped UnitsEquity Security Units effecting Early Settlement or Merger Early Settlement, identified by the Purchase Contract Agent as relating to such Purchase Contracts as to which such Holders have paid such elected to effect Early Settlement AmountsSettlement, Merger Early Settlement Amounts or Cash Settlement AmountsSettlement, and shall Transfer all such Pledged Notes, Pledged Applicable Ownership Interests in the Treasury Consideration Portfolio, Pledged Applicable Ownership Interest in the Tax Event Treasury Portfolio or Pledged Treasury Securities, as the case may be, free and clear of the Pledge created hereby, to the Purchase Contract Agent for the benefit of the such Holders.
Appears in 2 contracts
Samples: Pledge Agreement (Dte Energy Co), Pledge Agreement (Dte Energy Co)
Early Settlement; Merger Early Settlement; Cash Settlement. Upon written notice to the Collateral Agent by the Forward Purchase Contract Agent that one or more Holders of Equity Units or Stripped Units have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement of their respective obligations under the Forward Purchase Contracts forming a part of such Equity Units or Stripped Units in accordance with the terms of the Forward Purchase Contracts and the Forward Purchase Contract Agreement (setting forth the number of such Forward Purchase Contracts as to which such Holders have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement), and that the Purchase Contract Collateral Agent has received from such Holders, and paid to the Company as confirmed by written notice to the Collateral Agent by the Company, the related Early Settlement Amounts, Merger Early Settlement Amounts or Cash Settlement Amounts, as the case may be, pursuant to the terms of the Forward Purchase Contracts and the Forward Purchase Contract Agreement and that all conditions to such Early Settlement, Merger Early Settlement or Cash Settlement, as the case may be, have been satisfied, then the Collateral Agent shall release from the Pledge (a) Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, in the case of a Holder of Normal Equity Units or (b) Pledged Treasury Securities, in the case of a Holder of Stripped Units, identified by the Purchase Contract Agent as relating to such Forward Purchase Contracts as to which such Holders have paid such elected to effect Early Settlement AmountsSettlement, Merger Early Settlement Amounts or Cash Settlement AmountsSettlement, and shall Transfer all such Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, free and clear of the Pledge created hereby, to the Forward Purchase Contract Agent for the benefit of the such Holders.
Appears in 1 contract
Early Settlement; Merger Early Settlement; Cash Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Units have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement of their respective obligations under the Purchase Contracts forming a part of such Units in accordance with the terms of the Purchase Contracts and the Purchase Contract Agreement (setting forth the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed by written notice to the Collateral Agent in writing by the Company, the related Early Settlement Amounts, Merger Early Settlement Amounts or Cash Settlement Amounts, as the case may be, pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement, Merger Early Settlement or Cash Settlement, as the case may be, have been satisfied, then the Collateral Agent shall release from the Pledge (a) Pledged Notes or Pledged Treasury Consideration, as the case may be, in the case of a Holder of Normal Units or (b) Pledged Treasury Securities, in the case of a Holder of Stripped Units, identified by the Purchase Contract Agent as relating to such Purchase Contracts as to which such Holders have paid such elected to effect Early Settlement AmountsSettlement, Merger Early Settlement Amounts or Cash Settlement AmountsSettlement, and shall Transfer all such Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, free and clear of the Pledge any lien, pledge or security interest created hereby, to the Purchase Contract Agent for the benefit of the Holders.
Appears in 1 contract
Samples: Pledge Agreement (Platinum Underwriters Holdings LTD)
Early Settlement; Merger Early Settlement; Cash Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Units have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement of their respective obligations under the Purchase Contracts forming a part of such Units in accordance with the terms of the Purchase Contracts and the Purchase Contract Agreement (setting forth the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed by written notice to the Collateral Agent in writing by the Company, the related Early Settlement Amounts, Merger Early Settlement Amounts or Cash Settlement Amounts, as the case may be, pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement, Merger Early Settlement or Cash Settlement, as the case may be, have been satisfied, then the Collateral Agent shall release from the Pledge (a) Pledged Notes or Pledged Treasury Consideration, as the case may be, in the case of a Holder of Normal Units or (b) Pledged Treasury Securities, in the case of a Holder of Stripped Units, identified by the Purchase Contract Agent as relating to such Purchase Contracts as to which such Holders have paid such elected to effect Early Settlement AmountsSettlement, Merger Early Settlement Amounts or Cash Settlement AmountsSettlement, and shall Transfer all such Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, free and clear of the Pledge to the Collateral Agent created hereby, to the Purchase Contract Agent for the benefit of the Holders.
Appears in 1 contract
Early Settlement; Merger Early Settlement; Cash Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Units Upper DECS or Stripped DECS have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement of their respective obligations under the Purchase Contracts forming a part of such Units Upper DECS or Stripped DECS in accordance with the terms of the Purchase Contracts and the Purchase Contract Agreement (setting forth the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement), and that the Purchase Contract Agent has received from such Holders, and paid to the Company Company, as confirmed by written notice to the Collateral Agent in writing by the Company, the related Early Settlement Amounts, Merger Early Settlement Amounts or the Purchase Prices in the case of the Cash Settlement AmountsSettlement, as the case may be, pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement, Merger Early Settlement or Cash Settlement, as the case may be, have been satisfied, then the Collateral Agent shall release from the Pledge (a) Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, in the case of a Holder of Normal Units Upper DECS or (b) Pledged Treasury Securities, in the case of a Holder of Stripped UnitsDECS, identified by the Purchase Contract Agent as relating to such Purchase Contracts as to which such Holders have paid such elected to effect Early Settlement AmountsSettlement, Merger Early Settlement Amounts or Cash Settlement AmountsSettlement, and shall Transfer all such Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, free and clear of the Pledge created hereby, to the Purchase Contract Agent for the benefit of the such Holders.
Appears in 1 contract
Samples: Pledge Agreement (Temple Inland Inc)
Early Settlement; Merger Early Settlement; Cash Settlement. (a) Upon written notice to the Collateral Agent by the Forward Purchase Contract Agent that one or more Holders of Units DECS have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement of their respective obligations under the Forward Purchase Contracts forming a part of such Units DECS in accordance with the terms of the Forward Purchase Contracts and the Forward Purchase Contract Agreement (setting forth the number of such Forward Purchase Contracts as to which such Holders have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement), and that the Forward Purchase Contract Agent has received from such Holders, and paid to the Company Company, as confirmed by written notice to the Collateral Agent in writing by the Company, the related Early Settlement Amounts, Merger Early Settlement Amounts or Cash Settlement Amounts, as the case may be, pursuant to the terms of the Forward Purchase Contracts and the Forward Purchase Contract Agreement and that all conditions to such Early Settlement, Merger Early Settlement or Cash Settlement, as the case may be, have been satisfied, then the Collateral Agent shall release from the Pledge (a) Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, in the case of a Holder of Normal Units Upper DECS or (b) Pledged Treasury Securities, in the case of a Holder of Stripped UnitsDECS, identified by the Purchase Contract Agent as relating to such Forward Purchase Contracts as to which such Holders have paid such elected to effect Early Settlement AmountsSettlement, Merger Early Settlement Amounts or Cash Settlement AmountsSettlement, and shall Transfer all such Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, free and clear of the Pledge created hereby, to the Forward Purchase Contract Agent for the benefit of the such Holders.
Appears in 1 contract
Samples: Pledge Agreement (Solutia Inc)
Early Settlement; Merger Early Settlement; Cash Settlement. Upon written notice to the Collateral Agent by the Forward Purchase Contract Agent that one or more Holders of Units DECS have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement of their respective obligations under the Forward Purchase Contracts forming a part of such Units DECS in accordance with the terms of the Forward Purchase Contracts and the Forward Purchase Contract Agreement (setting forth the number of such Forward Purchase Contracts as to which such Holders have elected to effect Early Settlement, Merger Early Settlement or Cash Settlement), and that the Forward Purchase Contract Agent has received from such Holders, and paid to the Company Company, as confirmed by written notice to the Collateral Agent in writing by the Company, the related Early Settlement Amounts, Merger Early Settlement Amounts or Cash Settlement Amounts, as the case may be, pursuant to the terms of the Forward Purchase Contracts and the Forward Purchase Contract Agreement and that all conditions to such Early Settlement, Merger Early Settlement or Cash Settlement, as the case may be, have been satisfied, then the Collateral Agent shall release from the Pledge (a) Pledged Notes Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury ConsiderationPortfolio, as the case may be, in the case of a Holder of Normal Units Upper DECS or (b) Pledged Treasury Securities, in the case of a Holder of Stripped UnitsDECS, identified by the Purchase Contract Agent as relating to such Forward Purchase Contracts as to which such Holders have paid such elected to effect Early Settlement AmountsSettlement, Merger Early Settlement Amounts or Cash Settlement AmountsSettlement, and shall Transfer all such Pledged Notes, Pledged Treasury Consideration Consideration, Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case may be, free and clear of the Pledge created hereby, to the Forward Purchase Contract Agent for the benefit of the such Holders.
Appears in 1 contract