Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest of 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 Holders.
Appears in 7 contracts
Samples: Pledge Agreement (Cendant Capital V), Pledge Agreement (Cendant Capital Iii), Pledge Agreement (Lincoln National Corp)
Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.9 of the Purchase Contract Agreement (setting which notice shall set forth the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a1) Pledged [Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definitions at such term) in the Treasury Portfolio or] Notes in the case of a Holder of Income PRIDES SPC Units or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury SPC Units, with a principal amount Value equal to the product of (ix) the Stated Amount times (iiy) the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged [Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definitions at such term) in the Treasury Portfolio or] Notes or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to the such Holder. A Treasury SPC Unit holder may settle early only in integral multiples of 40 Purchase Contract Agent for the benefit of the HoldersContracts.
Appears in 6 contracts
Samples: Pledge Agreement (American Electric Power Co Inc), Pledge Agreement (American Electric Power Co Inc), Pledge Agreement (American Electric Power Co Inc)
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, in each case with a an aggregate principal amount amount, as the case may be, equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the 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 3 contracts
Samples: Pledge Agreement (Electronic Data Systems Corp /De/), Pledge Agreement (Gabelli Asset Management Inc), Pledge Agreement (Electronic Data Systems Corp /De/)
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder holder of Growth PRIDES, as the case may be, with a principal amount equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest of 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 Holders.
Appears in 3 contracts
Samples: Pledge Agreement (Owens Corning Capital Ii), Pledge Agreement (American Heritage Life Investment Corp), Pledge Agreement (MCN Corp)
Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.9 of the Purchase Contract Agreement (setting which notice shall set forth the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, ,
(a1) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Senior Notes, in the case of a Holder of Income PRIDES Corporate PIES, or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury PIES, with a principal amount Value equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Senior Notes or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to the Purchase Contract Agent for the benefit of the Holderssuch Holder.
Appears in 2 contracts
Samples: Pledge Agreement (Dominion Resources Inc /Va/), Pledge Agreement (Dominion Resources Inc /Va/)
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Shares in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount at maturity equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Shares 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 2 contracts
Samples: Pledge Agreement (Ace LTD), Pledge Agreement (Ace LTD)
Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Stock Purchase Contract Agent that one or more Holders a Holder of Securities have Common Equity Units has elected to effect an Early Settlement of their respective its obligations under the Stock Purchase Contracts forming a part of such Securities Common Equity Units in accordance with the terms of the Stock Purchase Contracts and in accordance with the procedures specified in Section 5.7 of the Stock Purchase Contract Agreement (setting which notice shall set forth the number of such Stock Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Stock Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts Amount pursuant to the terms of the Stock Purchase Contracts and the Stock Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfiedAgreement, then the Collateral Agent shall release from the Pledge, (a1) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Corporate Securities, in the case of a Holder of Income PRIDES Normal Common Equity Units or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDESStripped Common Equity Units, as the case may be, with forming a principal amount equal to the product of (i) the Stated Amount times (ii) the number part of such Purchase Contracts as to which such Holders have elected to effect Early Settlement Common Equity Units and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Corporate Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Pledged Treasury Securities, as the case may be, to the Stock Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. A holder of Stripped Common Equity Units may settle early only in integral multiples of 40 Stripped Common Equity Units, to the Purchase Contract Agent for the benefit and a Holder of the HoldersNormal Common Equity Units may settle early only in integral multiples of 40 Normal Common Equity Units.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Metlife Inc), Stock Purchase Agreement (American International Group Inc)
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Debt Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES Type A Securities or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the Type B Securities in each case may be, with a principal amount equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Debt Securities or the appropriate Applicable Ownership Interest of 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 Holders.
Appears in 2 contracts
Samples: Pledge Agreement (Arvin Industries Inc), Pledge Agreement (Texas Utilities Co /Tx/)
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Trust Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Trust Preferred Securities or the appropriate Applicable Ownership Interest of 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 Holders.
Appears in 2 contracts
Samples: Pledge Agreement (Semco Energy Inc), Pledge Agreement (PCHC Finance I)
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Debt Securities or the appropriate Applicable Ownership Interest of in the Treasury Portfolio in the case of a Holder of Income PRIDES Type A Securities or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the Type B Securities in each case may be, with a principal amount equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Debt Securities or the appropriate Applicable Ownership Interest of 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 Holders.
Appears in 2 contracts
Samples: Pledge Agreement (Oneok Inc /New/), Pledge Agreement (Txu Capital Iv)
Early Settlement. Upon written notice (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to 10:00 a.m., New York City time, on the thirteenth Business Day immediately preceding the Stock Purchase Date. Holders of Stripped Units may only effect Early Settlement of the related Purchase Contracts in integral multiples of 40 Stripped Units, and if Treasury Consideration has been substituted for the Notes as a component in the Normal Units due to the Collateral Agent by occurrence of a Special Event Redemption, Purchase Contracts underlying such Normal Units may only be settled early in integral multiples of Normal Units such that the Treasury Consideration to be deposited and the Treasury Consideration to be released are in integral multiples of $1,000. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Units shall deliver such Certificate to the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under at the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid Corporate Trust Office duly endorsed for transfer to the Company as confirmed or in writing blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company, Company in immediately available funds in an amount (the related "Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (aAmount") Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount equal to (A) the product of (i) the Stated Amount times Purchase Price multiplied by (ii) the number of such Purchase Contracts as with respect to which such Holders have the Holder has elected to effect Early Settlement, plus (B) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; PROVIDED that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Ordinary Shares issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day.
(b) No later than the third Business Day after an Early Settlement of any Purchase Contract by the Holder of the related Units, the Company shall issue, and the Holder shall be entitled to receive, the Minimum Settlement Rate on account of such Purchase Contract (the "Early Settlement Rate"), or, if the Company has fixed the Settlement Rate pursuant to Section 5.1(f) of this Agreement, the Fixed Accounting Event Settlement Rate. The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate and the Fixed Settlement Rates are adjusted pursuant to Section 5.6. As promptly as practicable after Early Settlement of Purchase Contracts in accordance with the provisions of this Section 5.9, the Company shall issue and shall Transfer all deliver to the Purchase Contract Agent at the Corporate Trust Office a certificate or certificates for the full number of Ordinary Shares issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(c) No later than the third Business Day after the applicable Early Settlement Date the Company shall cause (i) the Ordinary Shares issuable upon Early Settlement of Purchase Contracts to be issued and delivered, and (ii) the related Pledged Preferred Securities Notes or Pledged Treasury Consideration, in the case of Normal Units, or the appropriate Applicable Ownership Interest related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Purchase Contract Agent for delivery to the Holder thereof or the Holder's designee.
(d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of Ordinary Shares from the Company and the Pledged Notes, Pledged Treasury Portfolio Consideration or Pledged Treasury Securities, as the case may be, free and clear of from the Pledge created herebyCollateral Agent, to as applicable, the Purchase Contract Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units, (i) transfer to the Holder the Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, forming a part of such Units, and (ii) deliver to the Holder a certificate or certificates for the benefit full number of Ordinary Shares issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Purchase Contract Agent shall authenticate and execute on behalf of the HoldersHolder and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.
(f) No Early Settlement will be permitted under this Section 5.9 unless, at the time of delivery of the Election to Settle Early form or the time the Early Settlement is effected, there is an effective shelf or other registration statement with respect to the Ordinary Shares to be issued and delivered in connection with such Early Settlement (unless the Company has been advised by counsel that no such registration statement is required under the Securities Act and that no prospectus is required to be delivered in connection therewith). In addition, the Company may suspend the use of any such prospectus up to four times in any 360-day period not to exceed 90 days in any such 360-day period if (i) any such prospectus would, in the Company's judgment, contain a material misstatement or omission as a result of an event that has occurred and is continuing or as a result of any proposed or pending material business transaction, event or announcement; and (ii) the Company reasonably determines that the disclosure of such material non-public information could have a material adverse effect on the Company and its subsidiaries taken as a whole or could impede the consummation of any proposed or pending material business transaction.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Xl Capital LTD), Purchase Contract Agreement (Xl Capital LTD)
Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.9 of the Purchase Contract Agreement (setting forth the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent notice shall release from the Pledge, set
(a1) Pledged Preferred Securities Notes or [the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio ] in the case of a Holder of Income PRIDES SPC Units or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury SPC Units, with a principal amount Value equal to the product of (ix) the Stated Amount times (iiy) the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities Notes or [the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio ] or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to the such Holder. A Treasury SPC Unit holder may settle early only in integral multiples of [40] Purchase Contract Agent for the benefit of the HoldersContracts.
Appears in 2 contracts
Samples: Pledge Agreement (PPL Capital Funding Inc), Pledge Agreement (PPL Energy Supply LLC)
Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.9 of the Purchase Contract Agreement (setting which notice shall set forth the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, ,
(a1) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Senior Deferrable Notes in the case of a Holder of Income PRIDES PEPS Units or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury PEPS Units, with a principal amount Value equal to the product of (ix) the Stated Amount times (iiy) the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Senior Deferrable Notes or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to the Purchase Contract Agent for the benefit of the Holderssuch Holder.
Appears in 2 contracts
Samples: Pledge Agreement (Georgia Pacific Corp), Pledge Agreement (Georgia Pacific Corp)
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Debt Securities or the appropriate Applicable Ownership Interest of in the Treasury Portfolio in the case of a Holder of Income PRIDES Normal Units or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDESStripped Units, as the case may be, with a principal amount at maturity equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Debt Securities or the appropriate Applicable Ownership Interest of 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 Holders.
Appears in 2 contracts
Samples: Pledge Agreement (Dte Energy Co), Pledge Agreement (Dte Energy Co)
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Capital Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Capital Securities or the appropriate Applicable Ownership Interest of 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 Holders.
Appears in 2 contracts
Samples: Pledge Agreement (Ingersoll Rand Co), Pledge Agreement (Cox Communications Inc /De/)
Early Settlement. (a) Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders a Holder of Securities have a Security has elected to effect Early Settlement of their respective obligations its entire obligation under the Purchase Contracts Contract forming a part of such Securities Security in accordance with the terms of the Purchase Contracts Contract and the Purchase Contract Agreement (setting forth the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement)Agreement, and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts Amount pursuant to the terms of the Purchase Contracts Contract and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) the Pledged Preferred Debt Securities or the appropriate Pledged Applicable Ownership Interest of the in a Treasury Portfolio in the case of a Holder of Income PRIDES or (b) the Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the in each case may be, with a principal amount equal to the product of (i) the Stated Amount times (ii) the number that had been components of such Purchase Contracts as to which such Holders have elected to effect Early Settlement Security, and shall Transfer all transfer such Pledged Preferred Debt Securities or the appropriate Pledged Applicable Ownership Interest of the in a 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 such Holder.
(b) Upon a Cash Merger, upon written notice to the HoldersCollateral Agent by the Purchase Contract Agent that a Holder of a Security has elected to effect a Cash Merger Early Settlement of its entire obligation under the Purchase Contract forming a part of such Security in accordance with the terms of the Purchase Contract and the Purchase Contract Agreement, and that the Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amount pursuant to the terms of the Purchase Contract and the Purchase Contract Agreement and that all conditions to such Cash Merger Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) the Pledged Debt Securities or the appropriate Pledged Applicable Ownership Interest in a Treasury Portfolio in the case of a Holder of Income PRIDES or (b) the Pledged Treasury Securities in the case of a Holder of Growth PRIDES, in each case that had been components of such Security, and shall transfer such Pledged Debt Securities or the appropriate Pledged Applicable Ownership Interest in a 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 such Holder.
Appears in 2 contracts
Samples: Pledge Agreement (Amerus Group Co/Ia), Pledge Agreement (Amerus Group Co/Ia)
Early Settlement. Upon written notice (a) Subject to and upon compliance with the Collateral Agent by provisions of this Section 5.9, at the option of the Holder thereof, Purchase Contracts underlying Securities may be settled early (“Early Settlement”) on or prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding the Purchase Contract Settlement Date, as provided herein. Holders of Treasury SPC Units may only settle the related Purchase Contracts in integral multiples of [40] Purchase Contracts. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing Securities shall deliver such Certificates to the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under at the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid Corporate Trust Office duly endorsed for transfer to the Company as confirmed or in writing blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment (payable to the Company, Company in immediately available funds) in an amount (the related “Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, Amount”) equal to:
(a1) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount equal to the product of (iA) the Stated Amount times (iiB) the number of such Purchase Contracts as with respect to which such Holders have the Holder has elected to effect Early Settlement and shall Transfer all Settlement, plus [(2) if such Pledged Preferred Securities or delivery is made with respect to any Purchase Contracts during the appropriate Applicable Ownership Interest period from the close of business on any Record Date next preceding any Payment Date to the Treasury Portfolio or Pledged Treasury Securitiesopening of business on such Payment Date, as an amount equal to the case may be, free and clear sum of the Pledge created hereby, to (x) the Purchase Contract Agent for Payments payable on such Payment Date with respect to such Purchase Contracts plus (y) in the benefit case of a SPC Units Certificate, the Holdersinterest on the related Notes payable on such Payment Date.] Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment shall be made upon Early Settlement of any Purchase Contract on account of any Purchase Contract Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Securities prior to or at 5:00 p.m. (New York City time) on a Business Day, such day shall be the “Early Settlement Date” with respect to such Securities and if such requirements are first satisfied after 5:00 p.m. (New York City time) on a Business Day or on a day that is not a Business Day, the “Early Settlement Date” with respect to such Securities shall be the next succeeding Business Day.
Appears in 2 contracts
Samples: Purchase Contract Agreement (PPL Capital Funding Inc), Purchase Contract Agreement (PPL Energy Supply LLC)
Early Settlement. Upon written notice to the Collateral Agent ---------------- by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES Corporate Units or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDESTreasury Units, as the case may be, in each case with a an aggregate principal amount amount, as the case may be, equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or Senior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Pledged Treasury Securities, as the case may bemaybe, 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 (Duke Energy Corp)
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities Senior Notes or the appropriate Applicable Ownership Interest of Pledged Portfolio Interests, as the Treasury Portfolio case may be, in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount at maturity equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or Senior Notes, the appropriate Applicable Ownership Interest of the Treasury Pledged Portfolio Interests, 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 1 contract
Early Settlement. Upon written notice to Unless a Termination Event has occurred, upon receipt by the Collateral Agent by of a notice from the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.9 of the Purchase Contract Agreement (setting which notice shall set forth the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to under the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, ,
(a1) Pledged Preferred Securities Senior Notes or the appropriate Applicable Ownership Interest of the Pledged Treasury Portfolio Interests as the case may be, in the case of a Holder of Income PRIDES Corporate Units, or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury Units, with a principal amount Value equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Senior Notes, Pledged Treasury Portfolio Interests or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to such Holder. Notwithstanding anything to the Purchase Contract Agent for contrary contained herein, Holders may not effect Early Settlement after 5:00 p.m. (New York City time) on the benefit Election Date and Holders may effect Early Settlement of Securities only in integral multiples of 20 Corporate Units or 20 Treasury Units. In addition, if a Tax Event Redemption occurred and the Redemption Treasury Portfolio has become a part of the HoldersCorporate Units, Purchase Contracts underlying the Corporate Units may be settled early but only in an aggregate amount of 20 Corporate Units or another integral multiple such that the Treasury Portfolio Interests to be released are in integral multiples of $1,000.
Appears in 1 contract
Samples: Pledge Agreement (Dominion Resources Capital Trust Iv)
Early Settlement. Upon written notice (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to 10:00 a.m., New York City time, on the thirteenth Business Day immediately preceding the Stock Purchase Date. Holders of Stripped Units may only effect Early Settlement of the related Purchase Contracts in integral multiples of 40 Stripped Units, and if Treasury Consideration has been substituted for the Notes as a component in the Normal Units due to the Collateral Agent by occurrence of a Special Event Redemption, Purchase Contracts underlying such Normal Units may only be settled early in integral multiples of Normal Units such that the Purchase Contract Agent that one or more Holders Treasury Consideration to be deposited and the Treasury Consideration to be released are in integral multiples of Securities have elected $1,000. In order to exercise the right to effect Early Settlement of their respective obligations under with respect to any Purchase Contracts, the Purchase Contracts forming a part of such Securities in accordance with the terms Holder of the Purchase Contracts and Certificate evidencing the Purchase Contract Agreement (setting forth related Units shall deliver such Certificate to the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement), and that Agent at the Purchase Contract Agent has received from such Holders, and paid Corporate Trust Office duly endorsed for transfer to the Company as confirmed or in writing blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company, Company in immediately available funds in an amount (the related "Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (aAmount") Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount equal to (A) the product of (i) the Stated Amount times Purchase Price multiplied by (ii) the number of such Purchase Contracts as with respect to which such Holders have the Holder has elected to effect Early Settlement and shall Transfer all Settlement, plus (B) if such Pledged Preferred Securities or delivery is made with respect to any Purchase Contracts during the appropriate Applicable Ownership Interest period from the close of the Treasury Portfolio or Pledged Treasury Securities, as the case may be, free and clear of the Pledge created hereby, business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Agent for on any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the benefit of Ordinary Shares issued upon such Early Settlement. If the Holdersforegoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day.
Appears in 1 contract
Early Settlement. Upon written notice (a) Subject to and upon compliance with the Collateral Agent by provisions of this Section 5.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to 10:00 a.m., New York City time, on the seventh Business Day immediately preceding the Share Purchase Contract Agent that one or more Date. Holders of Securities have elected Stripped Units (and after a Prepayment Event, Holders of Normal Units) may only effect Early Settlement of the related Purchase Contracts in integral multiples of 40 Stripped Units, and if Treasury Consideration has been substituted for the Notes as a component in the Normal Units due to a successful remarketing or the occurrence of a Tax Event Redemption, Purchase Contracts underlying such Normal Units may only be settled early in integral multiples of Normal Units such that the Treasury Consideration to be deposited and the Treasury Consideration to be released are in integral multiples of $1,000. In order to exercise the right to effect Early Settlement of their respective obligations under with respect to any Purchase Contracts, the Purchase Contracts forming a part of such Securities in accordance with the terms Holder of the Purchase Contracts and Certificate evidencing the Purchase Contract Agreement (setting forth related Units shall deliver such Certificate to the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement), and that Agent at the Purchase Contract Agent has received from such Holders, and paid Corporate Trust Office duly endorsed for transfer to the Company as confirmed or in writing blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company, Company in immediately available funds in an amount (the related "Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (aAmount") Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount equal to (A) the product of (i) the Stated Amount times Purchase Price multiplied by (ii) the number of such Purchase Contracts as with respect to which such Holders have the Holder has elected to effect Early Settlement and shall Transfer all Settlement, plus (B) if such Pledged Preferred Securities or delivery is made with respect to any Purchase Contracts during the appropriate Applicable Ownership Interest period from the close of the Treasury Portfolio or Pledged Treasury Securities, as the case may be, free and clear of the Pledge created hereby, business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Agent for on any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the benefit of Common Shares issued upon such Early Settlement. If the Holdersforegoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day.
Appears in 1 contract
Samples: Purchase Contract Agreement (Platinum Underwriters Holdings LTD)
Early Settlement. Upon written notice to Unless a Termination Event has occurred, upon receipt by the Collateral Agent by of a notice from the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.9 of the Purchase Contract Agreement (setting which notice shall set forth the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, ,
(a1) Pledged Preferred Securities Senior Notes or the appropriate Applicable Ownership Interest of the Pledged Treasury Portfolio Interests as the case may be, in the case of a Holder of Income PRIDES Corporate Units, or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury Units, with a principal amount Value equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Senior Notes, Pledged Treasury Portfolio Interests or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to such Holder. Notwithstanding anything to the Purchase Contract Agent for contrary contained herein, Holders may not effect Early Settlement after 5:00 p.m. (New York City time) on the benefit Election Date and Holders may effect Early Settlement of Securities only in integral multiples of 20 Corporate Units or 20 Treasury Units. In addition, if a Tax Event Redemption occurred and the Redemption Treasury Portfolio has become a part of the HoldersCorporate Units, Purchase Contracts underlying the Corporate Units may be settled early but only in an aggregate amount of 20 Corporate Units or another integral multiple such that the Treasury Portfolio Interests to be released are in integral multiples of $1,000.
Appears in 1 contract
Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.07 or Section 5.04(b)(2) (in case of an early settlement upon a Cash Merger) of the Purchase Contract Agreement (setting which notice shall set forth the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts or Purchase Price (if such Early Settlement is pursuant to Section 5.04(b)(2) of the Purchase Contract Agreement) pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a1) Pledged Preferred Securities or the appropriate Applicable Ownership Interest Interests (as specified in clause (A) of the definitions at such term) of the Treasury Portfolio or Pledged Notes in the case of a Holder of Income PRIDES or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the in each case may be, with a principal amount Value equal to the product of (ix) the Stated Amount times (iiy) the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest Interests (as specified in clause (A) of the definitions at such term) of the Treasury Portfolio or Pledged Notes or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to the such Holder. A Growth PRIDES holder may settle early only in integral multiples of 20 Purchase Contract Agent for the benefit of the HoldersContracts.
Appears in 1 contract
Samples: Pledge Agreement (Cinergy Corp)
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) a0 Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or Pledged Debentures in the case of a Holder of Income PRIDES Corporate PIES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDESTreasury PIES, as the case may be, with a liquidation or principal amount equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or Pledged Debentures or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holders, in each case free and clear of the Pledge created hereby, for distribution to the Purchase Contract Agent for the benefit of the Holderssuch Holders in accordance with their respective interests.
Appears in 1 contract
Early Settlement. Upon written notice (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may, at the option of the Holder thereof, be settled early (“Early Settlement”) on or prior to 10:00 a.m., New York City time, on the thirteenth Business Day immediately preceding the Stock Purchase Date. Holders of Stripped Units may only effect Early Settlement of the related Purchase Contracts in integral multiples of 40 Stripped Units, and if Treasury Consideration has been substituted for the Notes as a component in the Normal Units due to the Collateral Agent by occurrence of a Special Event Redemption, Purchase Contracts underlying such Normal Units may only be settled early in integral multiples of Normal Units such that the Treasury Consideration to be deposited and the Treasury Consideration to be released are in integral multiples of $1,000. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Units shall deliver such Certificate to the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under at the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid Corporate Trust Office duly endorsed for transfer to the Company as confirmed or in writing blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company, Company in immediately available funds in an amount (the related “Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (aAmount”) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount equal to (A) the product of (i) the Stated Amount times Purchase Price multiplied by (ii) the number of such Purchase Contracts as with respect to which such Holders have the Holder has elected to effect Early Settlement, plus (B) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Ordinary Shares issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day.
(b) No later than the third Business Day after an Early Settlement of any Purchase Contract by the Holder of the related Units, the Company shall issue, and the Holder shall be entitled to receive, the Minimum Settlement Rate on account of such Purchase Contract (the “Early Settlement Rate”), or, if the Company has fixed the Settlement Rate pursuant to Section 5.1(f) of this Agreement, the Fixed Accounting Event Settlement Rate. The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate and the Fixed Settlement Rates are adjusted pursuant to Section 5.6. As promptly as practicable after Early Settlement of Purchase Contracts in accordance with the provisions of this Section 5.9, the Company shall issue and shall Transfer all deliver to the Purchase Contract Agent at the Corporate Trust Office a certificate or certificates for the full number of Ordinary Shares issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.11.
(c) No later than the third Business Day after the applicable Early Settlement Date the Company shall cause (i) the Ordinary Shares issuable upon Early Settlement of Purchase Contracts to be issued and delivered, and (ii) the related Pledged Preferred Securities Notes or Pledged Treasury Consideration, in the case of Normal Units, or the appropriate Applicable Ownership Interest related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Purchase Contract Agent for delivery to the Holder thereof or the Holder's designee.
(d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of Ordinary Shares from the Company and the Pledged Notes, Pledged Treasury Portfolio Consideration or Pledged Treasury Securities, as the case may be, free and clear of from the Pledge created herebyCollateral Agent, to as applicable, the Purchase Contract Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units, (i) transfer to the Holder the Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, forming a part of such Units, and (ii) deliver to the Holder a certificate or certificates for the benefit full number of Ordinary Shares issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.11.
(e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Purchase Contract Agent shall authenticate and execute on behalf of the HoldersHolder and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.
(f) No Early Settlement will be permitted under this Section 5.9 unless, at the time of delivery of the Election to Settle Early form or the time the Early Settlement is effected, there is an effective Registration Statement with respect to the Ordinary Shares to be issued and delivered in connection with such Early Settlement , if such a Registration Statement is required (in the view of counsel, which need not be in the form of a written opinion, for the Company) under the Securities Act. In addition, the Company may suspend the use of any such prospectus up to four times in any 360-day period not to exceed 90 days in any such 360-day period if (i) any such prospectus would, in the Company's judgment, contain a material misstatement or omission as a result of an event that has occurred and is continuing or as a result of any proposed or pending material business transaction, event or announcement; and (ii) the Company reasonably determines that the disclosure of such material non-public information could have a material adverse effect on the Company and its subsidiaries taken as a whole or could impede the consummation of any proposed or pending material business transaction.
Appears in 1 contract
Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.9 of the Purchase Contract Agreement (setting which notice shall set forth the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a1) Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definitions at such term) of the Treasury Portfolio or Pledged Senior Deferrable Notes in the case of a Holder of Income PRIDES PEPS Units or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury PEPS Units, with a principal amount Value equal to the product of (ix) the Stated Amount times (iiy) the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definitions at such term) of the Treasury Portfolio or Pledged Senior Deferrable Notes or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to the such Holder. A Treasury PEPS Unit holder may settle early only in integral multiples of [40] Purchase Contract Agent for the benefit of the HoldersContracts.
Appears in 1 contract
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, in each case with a an aggregate liquidation amount or principal amount amount, as the case may be, equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest of 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 Holders.
Appears in 1 contract
Samples: Pledge Agreement (Coastal Corp)
Early Settlement. Upon written notice (a) A holder of Share Purchase Units may settle the related Share Purchase Contracts in their entirety at any time on or prior to the Collateral Agent by fifth Business Day immediately preceding the Share Purchase Contract Agent that one or more Settlement Date in the manner described herein, but only in integral multiples of [20] Share Purchase Units; provided, however, if a Treasury Portfolio has become a component of the Share Purchase Units, Holders of Securities have elected Share Purchase Units may settle early only in integral multiples of [40,000] Share Purchase Units. A holder of Treasury Units may settle the related Share Purchase Contracts in their entirety at any time on or prior to the second Business Day immediately preceding the Share Purchase Contract Settlement Date in the manner described herein (in either case, "Early Settlement") but only in integral multiples of [20] Treasury Units. The right to Early Settlement is subject to there being in effect, if so required under Federal securities laws, a registration statement covering the shares of Common Stock to be delivered in respect of the Share Purchase Contracts being settled. Upon Early Settlement, (i) the holder's rights to receive Deferred Contract Adjustment Payments, if any, on the Share Purchase Contracts being settled will be forfeited, (ii) the holder's right to receive additional Contract Adjustment Payments in respect of such Share Purchase Contracts will terminate and (iii) no adjustment will be made to or for the holder on account of Deferred Contract Adjustment Payments, or any amount accrued in respect of Contract Adjustment Payments. In order to exercise the right to effect any Early Settlement with respect to any Share Purchase Contracts, the Holder of their respective obligations under the Purchase Contracts forming a part of Certificate evidencing Securities shall deliver such Securities Certificate to the Agent at the Corporate Trust Office duly endorsed for transfer to the Company or in accordance blank with the terms form of Election to Settle Early therein duly completed and executed and accompanied by payment payable to the Purchase Contracts and Company in immediately available funds in an amount (the Purchase Contract Agreement "Early Settlement Amount") equal to the sum of (setting forth i) $[50] times the number of such Share Purchase Contracts as being settled (ii) if such delivery is made with respect to which such Holders have elected to effect Early Settlement), and that any Share Purchase Contracts during the Purchase Contract Agent has received period from such Holders, and paid the close of business on any Record Date next preceding any Payment Date to the Company as confirmed in writing by the Companyopening of business on such Payment Date, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal an amount equal to the product of (i) Contract Adjustment Payments payable on such Payment Date with respect to such Share Purchase Contracts; provided that no payment is required if the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have Company has elected to effect defer the Contract Adjustment Payments which would otherwise be payable on the Payment Date. Except as provided in the immediately preceding sentence and subject to the second to last paragraph of Section 5.2, no payment or adjustment shall be made upon Early Settlement and shall Transfer all of any Share Purchase Contract on account of any Contract Adjustment Payments accrued on such Pledged Preferred Securities Share Purchase Contract or on account of any dividends on the appropriate Applicable Ownership Interest Common Stock issued upon such Early Settlement. In order for any of the Treasury Portfolio foregoing requirements to be considered satisfied or Pledged Treasury Securitieseffective with respect to a Share Purchase Contract underlying any Security on or by a particular Business Day, as such requirement must be met at or prior to 5:00 p.m., New York City time, on such Business Day; the case may be, free and clear first Business Day on which all of the Pledge created herebyforegoing requirements have been satisfied by 5:00 p.m., New York City time shall be the "Early Settlement Date" with respect to the Purchase Contract Agent for the benefit of the Holderssuch Security.
Appears in 1 contract
Samples: Share Purchase Contract Agreement (Firstenergy Corp)
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest of 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 Holders.
Appears in 1 contract
Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.07 or Section 5.04(b)(2) of the Purchase Contract Agreement (setting which notice shall set forth the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts or Purchase Price (if such Early Settlement is pursuant to Section 5.04(b)(2) of the Purchase Contract Agreement) pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, ,
(a1) Pledged Preferred Securities Notes or the appropriate Applicable Ownership Interest Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio in the case of a Holder of Income PRIDES Equity Units or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDESEquity Units, as the in each case may be, with a principal amount Value equal to the product of (ix) the Stated Amount times (iiy) the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Interests or Pledged Notes or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to the such Holder. A Growth Equity Units holder may settle early only in integral multiples of 40 Purchase Contract Agent for the benefit Contracts and an Income Equity Units holder, if a Tax Event Redemption, a Successful Initial Remarketing or a Successful Secondary Remarketing has occurred, may settle early only in integral multiples of the Holders20,000 Purchase Contracts.
Appears in 1 contract
Samples: Pledge Agreement (Sempra Energy)
Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.07 or Section 5.04(b)(2) (in case of an early settlement upon a Cash Merger) of the Purchase Contract Agreement (setting which notice shall set forth the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts or Purchase Price (if such Early Settlement is pursuant to Section 5.04(b)(2) of the Purchase Contract Agreement) pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a1) Pledged Preferred Securities or the Securities, appropriate Applicable Ownership Interest Interests (as specified in clause (A) of the definitions at such term) of the Treasury Portfolio or Pledged Notes in the case of a Holder of Income PRIDES Corporate Units or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDESTreasury Units, as the in each case may be, with a principal amount Value equal to the product of (ix) the Stated Amount times (iiy) the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the Securities, appropriate Applicable Ownership Interest Interests (as specified in clause (A) of the definitions at such term) of the Treasury Portfolio Portfolio, Pledged Notes or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to such Holder. A Treasury Unit Holder may settle early only in integral multiples of 20 Purchase Contracts and a Corporate Unit Holder, if a Tax Event Redemption Date or a Successful Initial Remarketing has occurred, may settle early only in such integral multiples of Purchase Contracts as will enable the Purchase Contract Agent for U.S. Treasury securities comprising the benefit Applicable Ownership Interest of the HoldersTreasury Portfolio to be released in whole multiples.
Appears in 1 contract
Samples: Pledge Agreement (Public Service Enterprise Group Inc)
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES Corporate Units or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDESTreasury Units, as the case may be, in each case with a an aggregate principal amount amount, as the case may be, equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the 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 (Alltel Corp)
Early Settlement. Upon written notice (a) Subject to and upon compliance with the provisions of this Section 5.09, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may, at the option of the Holder thereof, be settled early (“Early Settlement”) on or prior to 10:00 a.m., New York City time, on the thirteenth Business Day immediately preceding the Stock Purchase Date. Holders of Stripped Units may only effect Early Settlement of the related Purchase Contracts in integral multiples of 40 Stripped Units, and if Treasury Consideration has been substituted for the Notes as a component in the Normal Units due to the Collateral Agent by occurrence of a Special Event Redemption, Purchase Contracts underlying such Normal Units may only be settled early in integral multiples of Normal Units such that the Treasury Consideration to be deposited and the Treasury Consideration to be released are in integral multiples of $1,000. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Units shall deliver such Certificate to the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under at the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid Corporate Trust Office duly endorsed for transfer to the Company as confirmed or in writing blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company, Company in immediately available funds in an amount (the related “Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount Amount” equal to (A) the product of (i) the Stated Amount times Purchase Price multiplied by (ii) the number of such Purchase Contracts as with respect to which such Holders have the Holder has elected to effect Early Settlement, plus (B) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.02(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the “Early Settlement Date” with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the “Early Settlement Date” with respect to such Units shall be the next succeeding Business Day.
(b) No later than the third Business Day after an Early Settlement of any Purchase Contract by the Holder of the related Units, the Company shall issue, and the Holder shall be entitled to receive, shares of Common Stock on account of such Purchase Contract (the “Early Settlement Rate”). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted pursuant to Section 5.06. As promptly as practicable after Early Settlement of Purchase Contracts in accordance with the provisions of this Section 5.09, the Company shall issue and shall Transfer all deliver to the Purchase Contract Agent at the Corporate Trust Office a certificate or certificates for the full number of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(c) No later than the third Business Day after the applicable Early Settlement Date the Company shall cause (i) the Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered, and (ii) the related Pledged Preferred Securities Notes or Pledged Treasury Consideration, in the case of Normal Units, or the appropriate Applicable Ownership Interest related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Purchase Contract Agent for delivery to the Holder thereof or the Holder’s designee.
(d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of Common Stock from the Company and the Pledged Notes, Pledged Treasury Portfolio Consideration or Pledged Treasury Securities, as the case may be, free and clear of from the Pledge created herebyCollateral Agent, to as applicable, the Purchase Contract Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units, (i) transfer to the Holder the Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, forming a part of such Units, and (ii) deliver to the Holder a certificate or certificates for the benefit full number of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Purchase Contract Agent shall authenticate and execute on behalf of the HoldersHolder and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.
(f) No Early Settlement will be permitted under this Section 5.09 unless, at the time of delivery of the Election to Settle Early form or the time the Early Settlement is effected, there is an effective shelf or other registration statement with respect to the Common Stock to be issued and delivered in connection with such Early Settlement (unless the Company has been advised by counsel that no such registration statement is required under the Securities Act and that no prospectus is required to be delivered in connection therewith). In addition, the Company may suspend the use of any such prospectus up to four times in any 360-day period not to exceed 90 days in any such 360-day period if (i) any such prospectus would, in the Company’s judgment, contain a material misstatement or omission as a result of an event that has occurred and is continuing or as a result of any proposed or pending material business transaction, event or announcement; and (ii) the Company reasonably determines that the disclosure of such material non-public information could have a material adverse effect on the Company and its subsidiaries taken as a whole or could impede the consummation of any proposed or pending material business transaction.
Appears in 1 contract
Samples: Purchase Contract Agreement (Lazard Group Finance LLC)
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, ,
(a) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Shares, in the case of a Holder of Income PRIDES Corporate PIES, or (b) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury PIES, with a principal amount Value equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Shares or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holders, in each case free and clear of the Pledge created hereby, for distribution to the Purchase Contract Agent for the benefit of the Holderssuch Holders in accordance with their respective interests.
Appears in 1 contract
Samples: Pledge Agreement (Bank United Corp)
Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Stock Purchase Contract Agent that one or more Holders a Holder of Securities have Common Equity Units has elected to effect an Early Settlement of their respective its obligations under the Stock Purchase Contracts forming a part of such Securities Common Equity Units in accordance with the terms of the Stock Purchase Contracts and in accordance with the procedures specified in Section 5.7 of the Stock Purchase Contract Agreement (setting which notice shall set forth the number of such Stock Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Stock Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts Amount pursuant to the terms of the Stock Purchase Contracts and the Stock Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfiedAgreement, then the Collateral Agent shall release from the Pledge, (a1) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Debt Securities, in the case of a Holder of Income PRIDES Normal Common Equity Units or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDESStripped Common Equity Units, as the case may be, with forming a principal amount equal to the product of (i) the Stated Amount times (ii) the number part of such Purchase Contracts as to which such Holders have elected to effect Early Settlement Common Equity Units and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Debt Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio or Pledged Treasury Securities, as the case may be, to the Stock Purchase Contract Agent for distribution to such Holder, in each case free and clear of the Pledge created hereby. A holder of Stripped Common Equity Units may settle early only in integral multiples of 80 Stripped Common Equity Units, to the Purchase Contract Agent for the benefit and a Holder of the HoldersNormal Common Equity Units may settle early only in integral multiples of 80 Normal Common Equity Units.
Appears in 1 contract
Samples: Pledge Agreement (Metlife Inc)
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement (for purposes hereof, the term "Early Settlement" to include a Redemption Early Settlement) of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES Corporate Units or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDESTreasury Units, as the case may be, in each case with a an aggregate principal amount amount, as the case may be, equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the 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 (Sprint Corp)
Early Settlement. Upon written notice (a) Subject to and upon compliance with the Collateral Agent by provisions of this Section 5.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to 10:00 a.m., New York City time, on the seventh Business Day immediately preceding the Share Purchase Contract Agent that one or more Date. Holders of Securities have elected Stripped Units (and after a Prepayment Event, Holders of Normal Units) may only effect Early Settlement of the related Purchase Contracts in integral multiples of 4O Stripped Units, and if Treasury Consideration has been substituted for the Notes as a component in the Normal Units due to a successful remarketing or the occurrence of a Tax Event Redemption, Purchase Contracts underlying such Normal Units may only be settled early in integral multiples of Normal Units such that the Treasury Consideration to be deposited and the Treasury Consideration to be released are in integral multiples of $1,000. In order to exercise the right to effect Early Settlement of their respective obligations under with respect to any Purchase Contracts, the Purchase Contracts forming a part of such Securities in accordance with the terms Holder of the Purchase Contracts and Certificate evidencing the Purchase Contract Agreement (setting forth related Units shall deliver such Certificate to the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement), and that Agent at the Purchase Contract Agent has received from such Holders, and paid Corporate Trust Office duly endorsed for transfer to the Company as confirmed or in writing blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company, Company in immediately available funds in an amount (the related "Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (aAmount") Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount equal to (A) the product of (i) the Stated Amount times Purchase Price multiplied by (ii) the number of such Purchase Contracts as with respect to which such Holders have the Holder has elected to effect Early Settlement and shall Transfer all Settlement, plus (B) if such Pledged Preferred Securities or delivery is made with respect to any Purchase Contracts during the appropriate Applicable Ownership Interest period from the close of the Treasury Portfolio or Pledged Treasury Securities, as the case may be, free and clear of the Pledge created hereby, business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Agent for on any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the benefit of Common Shares issued upon such Early Settlement. If the Holdersforegoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day.
Appears in 1 contract
Samples: Purchase Contract Agreement (Platinum Underwriters Holdings LTD)
Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Purchase Contract Warrant Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts Warrants forming a part of such Securities in accordance with the terms of the Purchase Contracts Warrants and Section 5.08 of the Purchase Contract Warrant Agreement (setting which notice shall set forth the number of such Purchase Contracts Warrants as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Warrant Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts Warrants and the Purchase Contract Warrant Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, ,
(a1) Pledged Preferred Securities Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definitions at such term) of the Treasury Portfolio in the case of a Holder of Income PRIDES Equity Units or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury Equity Units, with a principal amount Value equal to the product of (ix) the Stated Amount times (iiy) the number of such Purchase Contracts Warrants as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definitions at such term) of the Treasury Portfolio or Pledged Treasury Securities, as the case may be, to the Warrant Agent for the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to such Holder. A Treasury Equity Unit holder may settle early only in integral multiples of 40 Warrants. In the Purchase Contract Agent event that any Securites are evidenced by one or more global certificates deposited with The Depository Trust Company ("DTC"), procedures for early settlement will also be governed by standing arrangements between DTC and the benefit of the HoldersWarrant Agent.
Appears in 1 contract
Early Settlement. Upon written notice to the Collateral Agent by the Forward Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Forward Purchase Contracts forming a part of such Securities 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), and that the Forward Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Forward Purchase Contracts and the Forward Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities Stock or the appropriate Applicable Ownership Interest of Pledged Portfolio Interests, as the Treasury Portfolio case may be, in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, in each case with a Liquidation Preference or principal amount at maturity, as applicable, equal to the product of (i) the Stated Amount times (ii) the number of such Forward Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or Stock, the appropriate Applicable Ownership Interest of the Treasury Pledged Portfolio Interests, 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 Holders.
Appears in 1 contract
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective obligations its obligation under the Purchase Contracts forming a part of such Securities 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)Agreement, and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts Amount pursuant to the terms of the Purchase Contracts Contract and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) the Pledged Preferred Debt Securities or the appropriate Pledged Applicable Ownership Interest of the Interests in a Treasury Portfolio (in the case of a Holder of Income PRIDES PRIDES) or (b) the Pledged Treasury Securities (in the case of a Holder of Growth PRIDES), as the in each case may be, with a principal amount equal to the product of (i) the Stated Amount times (ii) the number that had been components of such Purchase Contracts as to which such Holders have elected to effect Early Settlement Securities, and shall Transfer all transfer such Pledged Preferred Debt Securities or the appropriate Applicable Ownership Interest of the Interests in a 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 such Holder. In addition, if a Holder of Securities effects Early Settlement after a Reset Date which is not also a Payment Date but prior to the HoldersRecord Date relating to the next following Payment Date, the Collateral Agent shall make the payment required by the last sentence of clause (a) of Article III. Upon a Cash Merger, upon written notice to the Collateral Agent by the Purchase Contract Agent that a Holder of Securities has elected to effect a Cash Merger Early Settlement of its obligation under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and the Purchase Contract Agreement, and that the Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Cash Merger Early Settlement Amount pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Cash Merger Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) the Pledged Debt Securities or the Pledged Applicable Ownership Interests in a Treasury Portfolio (in the case of a Holder of Income PRIDES) or (b) the Pledged Treasury Securities (in the case of a Holder of Growth PRIDES), in each case that had been components of such Securities, and shall transfer such Debt Securities or Pledged Applicable Ownership Interests in a Treasury Portfolio or Treasury Securities, as the case may be, free and clear of the Pledge created hereby, to the Purchase Contract Agent for the benefit of such Holder. In addition, if a Holder of Securities effects a Cash Merger Early Settlement after a Reset Date which is not also a Payment Date but prior to the Record Date relating to the next following Payment Date, the Collateral Agent shall make the payment required by the last sentence of clause (a) of Article III.
Appears in 1 contract
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred 16 Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES Units or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDESUnits, as the case may be, with a principal amount equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest of 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 Holders.
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Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Purchase Contract Warrant Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts Warrants forming a part of such Securities in accordance with the terms of the Purchase Contracts Warrants and Section 5.08 of the Purchase Contract Warrant Agreement (setting which notice shall set forth the number of such Purchase Contracts Warrants as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Warrant Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts Warrants and the Purchase Contract Warrant Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, ,
(a1) Pledged Preferred Securities Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definitions at such term) of the Treasury Portfolio or Pledged Notes in the case of a Holder of Income PRIDES Equity Units or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury Equity Units, with a principal amount Value equal to the product of (ix) the Stated Amount times (iiy) the number of such Purchase Contracts Warrants as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities Notes or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definitions at such term) of the Treasury Portfolio or Pledged Notes or Pledged Treasury Securities, as the case may be, to the Warrant Agent for the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to the Purchase Contract Agent for the benefit such Holder. A Treasury Equity Unit holder may settle early only in integral multiples of the Holders40 Warrants.
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Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.9 of the Purchase Contract Agreement (setting which notice shall set forth the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a1) Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definitions at such term) of the Treasury Portfolio or Pledged Senior Deferrable Notes in the case of a Holder of Income PRIDES PEPS Units or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury PEPS Units, with a principal amount Value equal to the product of (ix) the Stated Amount times (iiy) the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definitions at such term) of 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 Holders.Senior
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Samples: Pledge Agreement (Vec Trust Ii)
Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.9 of the Purchase Contract Agreement (setting which notice shall set forth the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a1) Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definitions at such term) of the Treasury Portfolio or Pledged Senior Deferrable Notes in the case of a Holder of Income PRIDES PEPS Units or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury PEPS Units, with a principal amount Value equal to the product of (ix) the Stated Amount times (iiy) the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definitions at such term) of the Treasury Portfolio or Pledged Senior Deferrable Notes or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to the Purchase Contract Agent for the benefit of the Holderssuch Holder.
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Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES Corporate Units or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDESTreasury Units, as the case may be, in each case with a an aggregate principal amount amount, as the case may be, equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or Senior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the Pledged Treasury Securities, as the case may bemaybe, free and clear of the Pledge created hereby, to the Purchase Contract Agent for the benefit of the such Holders.
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Samples: Pledge Agreement (Duke Energy Corp)
Early Settlement. (a) Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective obligations its obligation under the Purchase Contracts forming a part of such Securities 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)Agreement, and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts Amount pursuant to the terms of the Purchase Contracts Contract and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) the Pledged Preferred Debt Securities or the appropriate Pledged Applicable Ownership Interest of the Interests in a Treasury Portfolio (in the case of a Holder of Income PRIDES PRIDES) or (b) the Pledged Treasury Securities (in the case of a Holder of Growth PRIDES), as the in each case may be, with a principal amount equal to the product of (i) the Stated Amount times (ii) the number that had been components of such Purchase Contracts as to which such Holders have elected to effect Early Settlement Securities, and shall Transfer all transfer such Pledged Preferred Debt Securities or the appropriate Applicable Ownership Interest of the Interests in a 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 such Holder. In addition, if a Holder of Securities effects Early Settlement after a Reset Date which is not also a Payment Date but prior to the HoldersRecord Date relating to the next following Payment Date, the Collateral Agent shall make the payment required by the last sentence of clause (a) of Article III.
(b) Upon a Cash Merger, upon written notice to the Collateral Agent by the Purchase Contract Agent that a Holder of Securities has elected to effect a Cash Merger Early Settlement of its obligation under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and the Purchase Contract Agreement, and that the Purchase Contract Agent has received from such Holder, and paid to the Company as confirmed in writing by the Company, the related Cash Merger Early Settlement Amount pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Cash Merger Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) the Pledged Debt Securities or the Pledged Applicable Ownership Interests in a Treasury Portfolio (in the case of a Holder of Income PRIDES) or (b) the Pledged Treasury Securities (in the case of a Holder of Growth PRIDES), in each case that had been components of such Securities, and shall transfer such Debt Securities or Pledged Applicable Ownership Interests in a Treasury Portfolio or Treasury Securities, as the case may be, free and clear of the Pledge created hereby, to the Purchase Contract Agent for the benefit of such Holder. In addition, if a Holder of Securities effects a Cash Merger Early Settlement after a Reset Date which is not also a Payment Date but prior to the Record Date relating to the next following Payment Date, the Collateral Agent shall make the payment required by the last sentence of clause (a) of Article III.
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Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.07 of the Purchase Contract Agreement (setting which notice shall set forth the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a1) Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as 18 specified in clause (A) of the definitions at such term) of the Treasury Portfolio or Pledged [Subordinated] Notes in the case of a Holder of Income PRIDES Stock Purchase Units or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury Stock Purchase Units, with a principal amount Value equal to the product of (ix) the Stated Amount times (iiy) the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definitions at such term) of the Treasury Portfolio or Pledged [Subordinated] Notes or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to the such Holder. A Treasury Stock Purchase Contract Agent for the benefit Unit holder may settle early only in integral multiples of the Holders40 Purchase Contracts.
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Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.07 of the Purchase Contract Agreement (setting which notice shall set forth the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledge the Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, Shares with a principal amount Value equal to the product of (ix) the Stated Amount times (iiy) the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or Shares to the appropriate Applicable Ownership Interest Purchase Contract Agent for the benefit of the Treasury Portfolio or Pledged Treasury Securitiessuch Holder, as the in each case may be, free and clear of the Pledge created hereby, for distribution to the Purchase Contract Agent for the benefit of the Holderssuch Holder.
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Samples: Pledge Agreement (Partnerre LTD)
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or Pledged Debentures in the case of a Holder of Income PRIDES Corporate PIES or (b) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury PIES, with a principal amount Value equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or Securities, the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio Portfolio, Pledged Debentures or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holders, in each case free and clear of the Pledge created hereby, for distribution to the Purchase Contract Agent for the benefit of the Holderssuch Holders in accordance with their respective interests.
Appears in 1 contract
Samples: Pledge Agreement (Nisource Inc)
Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.9 of the Purchase Contract Agreement (setting which notice shall set forth the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, ,
(a1) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Notes in the case of a Holder of Income PRIDES SPC Units or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury SPC Units, with a principal amount Value equal to the product of (ix) the Stated Amount times (iiy) the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Notes or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to the Purchase Contract Agent for the benefit of the Holderssuch Holder.
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Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.9 of the Purchase Contract Agreement (setting which notice shall set forth the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a1) Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definitions at such term) of the Treasury Portfolio or Pledged Subordinated Deferrable Notes in the case of a Holder of Income PRIDES PEPS Units or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury PEPS Units, with a principal amount Value equal to the product of (ix) the Stated Amount times (iiy) the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definitions at such term) of the Treasury Portfolio or Pledged Subordinated Deferrable Notes or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to the such Holder. A Treasury PEPS Unit holder may settle early only in integral multiples of 40 Purchase Contract Agent for the benefit of the HoldersContracts.
Appears in 1 contract
Samples: Pledge Agreement (CMS Energy Corp)
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities Notes or the appropriate Pledged Applicable Ownership Interest of in the Treasury Portfolio in the case of a Holder of Income PRIDES Corporate Units or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDESTreasury Units, as the case may be, in each case with a an aggregate principal amount amount, as the case may be, equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or Notes, the appropriate Pledged Applicable Ownership Interest of in the Treasury Portfolio or the 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.
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Early Settlement. Upon written notice (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to 10:00 a.m., New York City time, on the seventh Business Day immediately preceding the Stock Purchase Date. Holders of Stripped Units may only effect Early Settlement of the related Purchase Contracts in integral multiples of 40 Stripped Units, and if Treasury Consideration has been substituted for the Notes as a component in the Normal Units due to a successful remarketing of the Notes pursuant to the Collateral Agent by provisions of Section 5.4 or the occurrence of a Special Event Redemption, Purchase Contract Agent Contracts underlying such Normal Units may only be settled early in integral multiples of Normal Units such that one or more Holders the Treasury Consideration to be deposited and the Treasury Consideration to be released are in integral multiples of Securities have elected $1,000. In order to exercise the right to effect Early Settlement of their respective obligations under with respect to any Purchase Contracts, the Purchase Contracts forming a part of such Securities in accordance with the terms Holder of the Purchase Contracts and Certificate evidencing the Purchase Contract Agreement (setting forth related Units shall deliver such Certificate to the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement), and that Agent at the Purchase Contract Agent has received from such Holders, and paid Corporate Trust Office duly endorsed for transfer to the Company as confirmed or in writing blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company, Company in immediately available funds in an amount (the related "Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (aAmount") Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount equal to (A) the product of (i) the Stated Amount times Purchase Price multiplied by (ii) the number of such Purchase Contracts as with respect to which such Holders have the Holder has elected to effect Early Settlement and shall Transfer all Settlement, plus (B) if such Pledged Preferred Securities or delivery is made with respect to any Purchase Contracts during the appropriate Applicable Ownership Interest period from the close of the Treasury Portfolio or Pledged Treasury Securities, as the case may be, free and clear of the Pledge created hereby, business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Agent for on any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the benefit shares of Common Stock issued upon such Early Settlement. If the Holdersforegoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day.
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Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and the such Purchase Contract Agreement (setting forth the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a Stated Amount or principal amount amount, as the case may be, equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest of 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 Holders.
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Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, upon three Business Days' written notice to the Collateral Agent, (a) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Stock, in the case of a Holder of Income PRIDES Corporate PIES, or (b) b0 Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury PIES, with a principal amount Value equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Stock or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holders, in each case free and clear of the Pledge created hereby, for distribution to the Purchase Contract Agent for the benefit of the Holderssuch Holders in accordance with their respective interests.
Appears in 1 contract
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, upon three Business Days' written notice to the Collateral Agent , (a) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Stock, in the case of a Holder of Income PRIDES Corporate PIES, or (b) b0 Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury PIES, with a principal amount Value equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Stock or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holders, in each case free and clear of the Pledge created hereby, for distribution to the Purchase Contract Agent for the benefit of the Holderssuch Holders in accordance with their respective interests.
Appears in 1 contract
Samples: Pledge Agreement (Bank United Corp)
Early Settlement. Upon written notice (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to 10:00 a.m., New York City time, on the thirteenth Business Day immediately preceding the Stock Purchase Date. Holders of Stripped Units may only effect Early Settlement of the related Purchase Contracts in integral multiples of 40 Stripped Units, and if Treasury Consideration has been substituted for the Notes as a component in the Normal Units due to the Collateral Agent by occurrence of a Special Event Redemption, Purchase Contracts underlying such Normal Units may only be settled early in integral multiples of Normal Units such that the Treasury Consideration to be deposited and the Treasury Consideration to be released are in integral multiples of $1,000. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Units shall deliver such Certificate to the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under at the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid Corporate Trust Office duly endorsed for transfer to the Company as confirmed or in writing blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company, Company in immediately available funds in an amount (the related "Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (aAmount") Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount equal to (A) the product of (i) the Stated Amount times Purchase Price multiplied by (ii) the number of such Purchase Contracts as with respect to which such Holders have the Holder has elected to effect Early Settlement, plus (B) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; PROVIDED that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Ordinary Shares issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day.
(b) No later than the third Business Day after an Early Settlement of any Purchase Contract by the Holder of the related Units, the Company shall issue, and the Holder shall be entitled to receive, 0.2660 Ordinary Shares on account of such Purchase Contract (the "Early Settlement Rate"), or, if the Company has fixed the Settlement Rate pursuant to Section 5.1(f) of this Agreement, the Fixed Settlement Rate. The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted pursuant to Section 5.6. As promptly as practicable after Early Settlement of Purchase Contracts in accordance with the provisions of this Section 5.9, the Company shall issue and shall Transfer all deliver to the Purchase Contract Agent at the Corporate Trust Office a certificate or certificates for the full number of Ordinary Shares issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(c) No later than the third Business Day after the applicable Early Settlement Date the Company shall cause (i) the Ordinary Shares issuable upon Early Settlement of Purchase Contracts to be issued and delivered, and (ii) the related Pledged Preferred Securities Notes or Pledged Treasury Consideration, in the case of Normal Units, or the appropriate Applicable Ownership Interest related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Purchase Contract Agent for delivery to the Holder thereof or the Holder's designee.
(d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of Ordinary Shares from the Company and the Pledged Notes, Pledged Treasury Portfolio Consideration or Pledged Treasury Securities, as the case may be, free and clear of from the Pledge created herebyCollateral Agent, to as applicable, the Purchase Contract Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units, (i) transfer to the Holder the Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, forming a part of such Units, and (ii) deliver to the Holder a certificate or certificates for the benefit full number of Ordinary Shares issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Purchase Contract Agent shall authenticate and execute on behalf of the HoldersHolder and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.
(f) No Early Settlement will be permitted under this Section 5.9 unless, at the time of delivery of the Election to Settle Early form or the time the Early Settlement is effected, there is an effective shelf or other registration statement with respect to the Ordinary Shares to be issued and delivered in connection with such Early Settlement (unless the Company has been advised by counsel that no such registration statement is required under the Securities Act and that no prospectus is required to be delivered in connection therewith). In addition, the Company may suspend the use of any such prospectus up to four times in any 360-day period not to exceed 90 days in any such 360-day period if (i) any such prospectus would, in the Company's judgment, contain a material misstatement or omission as a result of an event that has occurred and is continuing or as a result of any proposed or pending material business transaction, event or announcement; and (ii) the Company reasonably determines that the disclosure of such material non-public information could have a material adverse effect on the Company and its subsidiaries taken as a whole or could impede the consummation of any proposed or pending material business transaction.
Appears in 1 contract
Early Settlement. Upon written notice (a) Subject to and upon compliance with the provisions of this Section 5.09, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may, at the option of the Holder thereof, be settled early (“Early Settlement”) on or prior to 10:00 a.m., New York City time, on the thirteenth Business Day immediately preceding the Stock Purchase Date. Holders of Stripped Units may only effect Early Settlement of the related Purchase Contracts in integral multiples of 40 Stripped Units, and if Treasury Consideration has been substituted for the Notes as a component in the Normal Units due to the Collateral Agent by occurrence of a Special Event Redemption, Purchase Contracts underlying such Normal Units may only be settled early in integral multiples of Normal Units such that the Treasury Consideration to be deposited and the Treasury Consideration to be released are in integral multiples of $1,000. In order to exercise the right to effect Early Settlement with respect to any Purchase Contracts, the Holder of the Certificate evidencing the related Units shall deliver such Certificate to the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under at the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid Corporate Trust Office duly endorsed for transfer to the Company as confirmed or in writing blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company, Company in immediately available funds in an amount (the related “Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount Amount” equal to (A) the product of (i) the Stated Amount times Purchase Price multiplied by (ii) the number of such Purchase Contracts as with respect to which such Holders have the Holder has elected to effect Early Settlement, plus (B) if such delivery is made with respect to any Purchase Contracts during the period from the close of business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.02(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract on any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the Common Stock issued upon such Early Settlement. If the foregoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the “Early Settlement Date” with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the “Early Settlement Date” with respect to such Units shall be the next succeeding Business Day.
(b) No later than the third Business Day after an Early Settlement of any Purchase Contract by the Holder of the related Units, the Company shall issue, and the Holder shall be entitled to receive, shares of 0.8333 Common Stock on account of such Purchase Contract (the “Early Settlement Rate”). The Early Settlement Rate shall be adjusted in the same manner and at the same time as the Settlement Rate is adjusted pursuant to Section 5.06. As promptly as practicable after Early Settlement of Purchase Contracts in accordance with the provisions of this Section 5.09, the Company shall issue and shall Transfer all deliver to the Purchase Contract Agent at the Corporate Trust Office a certificate or certificates for the full number of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(c) No later than the third Business Day after the applicable Early Settlement Date the Company shall cause (i) the Common Stock issuable upon Early Settlement of Purchase Contracts to be issued and delivered, and (ii) the related Pledged Preferred Securities Notes or Pledged Treasury Consideration, in the case of Normal Units, or the appropriate Applicable Ownership Interest related Pledged Treasury Securities, in the case of Stripped Units, to be released from the Pledge by the Collateral Agent and transferred, in each case, to the Purchase Contract Agent for delivery to the Holder thereof or the Holder’s designee.
(d) Upon Early Settlement of any Purchase Contracts, and subject to receipt of Common Stock from the Company and the Pledged Notes, Pledged Treasury Portfolio Consideration or Pledged Treasury Securities, as the case may be, free and clear of from the Pledge created herebyCollateral Agent, to as applicable, the Purchase Contract Agent shall, in accordance with the instructions provided by the Holder thereof on the applicable form of Election to Settle Early on the reverse of the Certificate evidencing the related Units, (i) transfer to the Holder the Pledged Notes, Pledged Treasury Consideration or Pledged Treasury Securities, as the case may be, forming a part of such Units, and (ii) deliver to the Holder a certificate or certificates for the benefit full number of Common Stock issuable upon such Early Settlement together with payment in lieu of any fraction of a share, as provided in Section 5.12.
(e) In the event that Early Settlement is effected with respect to Purchase Contracts underlying less than all the Units evidenced by a Certificate, upon such Early Settlement the Company shall execute and the Purchase Contract Agent shall authenticate and execute on behalf of the HoldersHolder and deliver to the Holder thereof, at the expense of the Company, a Certificate evidencing the Units as to which Early Settlement was not effected.
(f) No Early Settlement will be permitted under this Section 5.09 unless, at the time of delivery of the Election to Settle Early form or the time the Early Settlement is effected, there is an effective shelf or other registration statement with respect to the Common Stock to be issued and delivered in connection with such Early Settlement (unless the Company has been advised by counsel that no such registration statement is required under the Securities Act and that no prospectus is required to be delivered in connection therewith). In addition, the Company may suspend the use of any such prospectus up to four times in any 360-day period not to exceed 90 days in any such 360-day period if (i) any such prospectus would, in the Company’s judgment, contain a material misstatement or omission as a result of an event that has occurred and is continuing or as a result of any proposed or pending material business transaction, event or announcement; and (ii) the Company reasonably determines that the disclosure of such material non-public information could have a material adverse effect on the Company and its subsidiaries taken as a whole or could impede the consummation of any proposed or pending material business transaction.
Appears in 1 contract
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Capital Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Capital Securities or the appropriate Applicable Ownership Interest of 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 Holders.Appli-
Appears in 1 contract
Samples: Pledge Agreement (KBHC Financing I)
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement, Early Settlement upon Cash Merger or Early Settlement upon Significant Corporate Action of their respective obligations under the Purchase Contracts forming a part of such Securities 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 Settlementsuch early settlement), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement, Early Settlement upon Cash Merger or Early Settlement upon Significant Corporate Action, as the case may be, have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities Senior Notes or the appropriate Applicable Ownership Interest of Pledged Portfolio Interests, as the Treasury Portfolio case may be, in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount at maturity equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or Senior Notes, the appropriate Applicable Ownership Interest of the Treasury Pledged Portfolio Interests, 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 1 contract
Early Settlement. Upon written notice to the Collateral Agent by the Forward Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Forward Purchase Contracts forming a part of such Securities 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), and that the Forward Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Forward Purchase Contracts and the Forward Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES Upper DECS or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDESStripped DECS, as the case may be, in each case with a an aggregate principal amount amount, as the case may be, equal to the product of (i) the Stated Amount times (ii) the number of such Forward Purchase Contracts as to which such Holders have elected to effect Early Settlement Settlement, and shall Transfer all such Pledged Preferred Securities or Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the 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 (Cendant Corp)
Early Settlement. Upon written notice to the Collateral ----------------- Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES Corporate Units or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDESTreasury Units, as the case may be, in each case with a an aggregate principal amount amount, as the case may be, equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the 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 (Sprint Corp)
Early Settlement. Upon written notice (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $[____] or an integral multiple thereof may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to 10:00 a.m., New York City time, on the seventh Business Day immediately preceding the Stock Purchase Date. Holders of Stripped Units may only effect Early Settlement of the related Purchase Contracts in integral multiples of [__] Stripped Units, and if Treasury Consideration has been substituted for the Notes as a component in the Normal Units due to a successful remarketing of the Notes pursuant to the Collateral Agent by provisions of Section 5.4 or the occurrence of a Special Event Redemption, Purchase Contract Agent Contracts underlying such Normal Units may only be settled early in integral multiples of Normal Units such that one or more Holders the Treasury Consideration to be deposited and the Treasury Consideration to be released are in integral multiples of Securities have elected $[____]. In order to exercise the right to effect Early Settlement of their respective obligations under with respect to any Purchase Contracts, the Purchase Contracts forming a part of such Securities in accordance with the terms Holder of the Purchase Contracts and Certificate evidencing the Purchase Contract Agreement (setting forth related Units shall deliver such Certificate to the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement), and that Agent at the Purchase Contract Agent has received from such Holders, and paid Corporate Trust Office duly endorsed for transfer to the Company as confirmed or in writing blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company, Company in immediately available funds in an amount (the related "Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (aAmount") Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount equal to (A) the product of (i) the Stated Amount times Purchase Price multiplied by (ii) the number of such Purchase Contracts as with respect to which such Holders have the Holder has elected to effect Early Settlement and shall Transfer all Settlement, plus (B) if such Pledged Preferred Securities or delivery is made with respect to any Purchase Contracts during the appropriate Applicable Ownership Interest period from the close of the Treasury Portfolio or Pledged Treasury Securities, as the case may be, free and clear of the Pledge created hereby, business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Agent for on any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the benefit shares of Common Stock issued upon such Early Settlement. If the Holdersforegoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day.
Appears in 1 contract
Early Settlement. Upon written notice (a) Subject to and upon compliance with the provisions of this Section 5.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may, at the option of the Holder thereof, be settled early (“Early Settlement”) on or prior to 10:00 a.m., New York City time, on the seventh Business Day immediately preceding the Stock Purchase Date. Holders of Stripped Units may only effect Early Settlement of the related Purchase Contracts in integral multiples of 40 Stripped Units, and if Treasury Consideration has been substituted for the Notes as a component in the Normal Units due to a successful remarketing of the Notes pursuant to the Collateral Agent by provisions of Section 5.4 or the occurrence of a Special Event Redemption, Purchase Contract Agent Contracts underlying such Normal Units may only be settled early in integral multiples of Normal Units such that one or more Holders the Treasury Consideration to be deposited and the Treasury Consideration to be released are in integral multiples of Securities have elected $1,000. In order to exercise the right to effect Early Settlement of their respective obligations under with respect to any Purchase Contracts, the Purchase Contracts forming a part of such Securities in accordance with the terms Holder of the Purchase Contracts and Certificate evidencing the Purchase Contract Agreement (setting forth related Units shall deliver such Certificate to the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement), and that Agent at the Purchase Contract Agent has received from such Holders, and paid Corporate Trust Office duly endorsed for transfer to the Company as confirmed or in writing blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company, Company in immediately available funds in an amount (the related “Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (aAmount”) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount equal to (A) the product of (i) the Stated Amount times Purchase Price multiplied by (ii) the number of such Purchase Contracts as with respect to which such Holders have the Holder has elected to effect Early Settlement and shall Transfer all Settlement, plus (B) if such Pledged Preferred Securities or delivery is made with respect to any Purchase Contracts during the appropriate Applicable Ownership Interest period from the close of the Treasury Portfolio or Pledged Treasury Securities, as the case may be, free and clear of the Pledge created hereby, business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, Table of Contents payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Agent for on any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the benefit shares of Common Stock issued upon such Early Settlement. If the Holdersforegoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the “Early Settlement Date” with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the “Early Settlement Date” with respect to such Units shall be the next succeeding Business Day.
Appears in 1 contract
Early Settlement. Upon written notice to the Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount at maturity equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or Senior Notes, the appropriate Applicable Ownership Interest of 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 Holders.
Appears in 1 contract
Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.08 of the Purchase Contract Agreement (setting which notice shall set forth the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, ,
(a1) Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Notes in the case of a Holder of Income PRIDES New PEPS Units or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury Units, with a principal amount Value equal to the product of (ix) the Stated Amount times (iiy) the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio Notes or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to the such Holder. A New PEPS Unit holder or Treasury Unit holder may settle early only in integral multiples of 40 Purchase Contract Agent for the benefit of the HoldersContracts.
Appears in 1 contract
Early Settlement. Upon written notice to receipt by the Collateral Agent by of a notice from the Purchase Contract Agent that one or more Holders a Holder of Securities have has elected to effect Early Settlement of their respective its obligations under the Purchase Contracts forming a part of such Securities in accordance with the terms of the Purchase Contracts and Section 5.07 of the Purchase Contract Agreement (setting which notice shall set forth the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement), and that the Purchase Contract Agent has received from such HoldersHolder, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a1) Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definitions at such term) of the Treasury Portfolio or Pledged [Subordinated] Notes in the case of a Holder of Income PRIDES Stock Purchase Units or (b2) Pledged Treasury Securities Securities, in the case of a Holder of Growth PRIDES, as the case may beTreasury Stock Purchase Units, with a principal amount Value equal to the product of (ix) the Stated Amount times (iiy) the number of such Purchase Contracts as to which such Holders have Holder has elected to effect Early Settlement Settlement, and shall instruct the Securities Intermediary to Transfer all such Pledged Preferred Securities or the appropriate Applicable Ownership Interest (as specified in clause (A) of the definitions at such term) of the Treasury Portfolio or Pledged [Subordinated] Notes or Pledged Treasury Securities, as the case may be, to the Purchase Contract Agent for the benefit of such Holder, in each case free and clear of the Pledge created hereby, for distribution to the such Holder. A Treasury Stock Purchase Contract Agent for the benefit Unit holder may settle early only in integral multiples of the Holders40 Purchase Contracts.
Appears in 1 contract
Samples: Pledge Agreement (Cinergy Corp)
Early Settlement. Upon written notice (a) Subject to and upon compliance with the Collateral Agent by provisions of this Section 5.9, Purchase Contracts underlying Units having an aggregate Stated Amount equal to $1,000 or an integral multiple thereof may, at the option of the Holder thereof, be settled early ("Early Settlement") on or prior to 10:00 a.m., New York City time, on the seventh Business Day immediately preceding the Share Purchase Contract Agent that one or more Date. Holders of Securities have elected Stripped Units may only effect Early Settlement of the related Purchase Contracts in integral multiples of 40 Stripped Units, and if Treasury Consideration has been substituted for the Notes as a component in the Normal Units due to a successful remarketing or the occurrence of a Tax Event Redemption, Purchase Contracts underlying such Normal Units may only be settled early in integral multiples of Normal Units such that the Treasury Consideration to be deposited and the Treasury Consideration to be released are in integral multiples of $1,000. In order to exercise the right to effect Early Settlement of their respective obligations under with respect to any Purchase Contracts, the Purchase Contracts forming a part of such Securities in accordance with the terms Holder of the Purchase Contracts and Certificate evidencing the Purchase Contract Agreement (setting forth related Units shall deliver such Certificate to the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement), and that Agent at the Purchase Contract Agent has received from such Holders, and paid Corporate Trust Office duly endorsed for transfer to the Company as confirmed or in writing blank with the form of Election to Settle Early on the reverse thereof duly completed and accompanied by payment payable to the Company, Company in immediately available funds in an amount (the related "Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (aAmount") Pledged Preferred Securities or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDES, as the case may be, with a principal amount equal to (A) the product of (i) the Stated Amount times of such Units multiplied by (ii) the number of such Purchase Contracts as with respect to which such Holders have the Holder has elected to effect Early Settlement and shall Transfer all Settlement, plus (B) if such Pledged Preferred Securities or delivery is made with respect to any Purchase Contracts during the appropriate Applicable Ownership Interest period from the close of the Treasury Portfolio or Pledged Treasury Securities, as the case may be, free and clear of the Pledge created hereby, business on any Record Date next preceding any Payment Date to the opening of business on such Payment Date, an amount equal to the Contract Adjustment Payments, if any, payable on such Payment Date with respect to such Purchase Contracts; provided that no payment shall be required pursuant to clause (B) of this sentence if the Company shall have elected to defer the Contract Adjustment Payments which would otherwise be payable on such Payment Date. Except as provided in the immediately preceding sentence and subject to Section 5.2(d), no payment or adjustment shall be made upon Early Settlement of any Purchase Contract Agent for on any Contract Adjustment Payments accrued on such Purchase Contract or on account of any dividends on the benefit of Common Shares issued upon such Early Settlement. If the Holdersforegoing requirements are first satisfied with respect to Purchase Contracts underlying any Unit at or prior to 5:00 p.m., New York City time, on a Business Day, such day shall be the "Early Settlement Date" with respect to such Unit and if such requirements are first satisfied after 5:00 p.m., New York City time, on a Business Day or on a day that is not a Business Day, the "Early Settlement Date" with respect to such Units shall be the next succeeding Business Day.
Appears in 1 contract
Samples: Purchase Contract Agreement (Platinum Underwriters Holdings LTD)
Early Settlement. Upon written notice to the ---------------- Collateral Agent by the Purchase Contract Agent that one or more Holders of Securities have elected to effect Early Settlement of their respective obligations under the Purchase Contracts forming a part of such Securities 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), and that the Purchase Contract Agent has received from such Holders, and paid to the Company as confirmed in writing by the Company, the related Early Settlement Amounts pursuant to the terms of the Purchase Contracts and the Purchase Contract Agreement and that all conditions to such Early Settlement have been satisfied, then the Collateral Agent shall release from the Pledge, (a) Pledged Preferred Securities Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio in the case of a Holder of Income PRIDES Corporate Units or (b) Pledged Treasury Securities in the case of a Holder of Growth PRIDESTreasury Units, as the case may be, in each case with a an aggregate principal amount amount, as the case may be, equal to the product of (i) the Stated Amount times (ii) the number of such Purchase Contracts as to which such Holders have elected to effect Early Settlement and shall Transfer all such Pledged Preferred Securities or Senior Notes, the appropriate Applicable Ownership Interest of the Treasury Portfolio or the 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 (Duke Energy Corp)