Common use of Grant of Certain Options, Rights or Warrants Clause in Contracts

Grant of Certain Options, Rights or Warrants. If the issuer of any Exchange Security grants options, rights or warrants (other than non-transferable options, rights or warrants) to all holders of such Exchange Security (or depositary shares representing such securities) entitling them to subscribe for or purchase any of its securities (or depositary shares representing such securities) or other property for a period ending before the fifteenth calendar day following the Exchange Date (other than rights to purchase Exchange Securities pursuant to a plan for the reinvestment of dividends or interest), then each Exchange Property Unit will be adjusted to include cash or Eligible Cash Equivalents as follows. The amount of cash or Eligible Cash Equivalents included in each Exchange Property Unit in respect of such options, rights or warrants will equal (x) the sale proceeds (determined as set forth below in this subsection (b)) for each such option, right or warrant or (y) if Shareholder elects to pledge Eligible Cash Equivalents to the Collateral Agent in accordance with this subsection (b), the per-option, -right or -warrant amount of such Eligible Cash Equivalents (determined as set forth below in this subsection (b)), in either case, multiplied by the product of (A) the number of such options, rights or warrants issued for each unit of the relevant Exchange Security and (B) the number of units of the relevant Exchange Security that are part of one Exchange Property Unit immediately before the Record Date, without any interest. The Collateral Agent shall solicit, on Shareholder’s behalf, bids by three recognized securities dealers in the City of New York for the purchase by each such dealer of the number (the “Aggregate Number”) of such options, rights or warrants that a holder of the relevant Exchange Security would have received if the holder held, on the record date for determination of holders entitled to receive the options, rights or warrants (the “Record Date”), a number of units of the Exchange Security equal to the product of (1) the number of units of the relevant Exchange Security that were part of one Exchange Property Unit on the Record Date, (2) the Maximum Exchange Rate, (3) the aggregate number of outstanding Trust Securities as of the Record Date and (4) the Applicable Percentage as of the Record Date. The Collateral Agent shall instruct the securities dealers to provide such bids by approximately 5:00 p.m., New York City time, by the second Trading Day after the date the holders of the relevant Exchange Security receive their options, rights or warrants (the “Receipt Date”). The Collateral Agent shall promptly provide each of Shareholder and Purchaser with notice of the net amounts of such bids. Shareholder may, by 5:00 p.m., on the fifth Business Day following receipt of such notice, pledge to the Collateral Agent an amount of Eligible Cash Equivalents with a fair market value equal to the net proceeds that would be received were the Collateral Agent to sell the Aggregate Number of the options, rights or warrants to the securities dealer providing the highest net bid. Upon Shareholder’s pledge of such Eligible Cash Equivalents, such Eligible Cash Equivalents shall replace the options, rights or warrants as Exchange Property, and the options, rights or warrants shall be released from the Collateral and delivered by the Collateral Agent to Shareholder. In such an instance, the per-option, -right or -warrant amount of such Eligible Cash Equivalents will equal the fair market value of such Eligible Cash Equivalents divided by (y) the Aggregate Number. If Shareholder does not pledge such an amount of Eligible Cash Equivalents to the Collateral Agent by 5:00 p.m., New York City time, on the fifth Business Day following receipt of notice of the bids from Purchaser, the Collateral Agent shall sell the Aggregate Number of such options, rights and warrants to the securities dealer that provided the highest net bid. In such an instance, the sale proceeds for each such option, right or warrant will be equal to (x) the net sale proceeds divided by (y) the Aggregate Number. Notwithstanding the foregoing, no recognized securities dealer will be deemed to have provided the highest net bid hereunder unless (A) it also provides the same bid for all such options, rights or warrants in connection with all outstanding Contracts and (B) such bid is also deemed to be the highest net bid under each of the outstanding Contracts. If for any reason the Collateral Agent is, or is deemed to be, unable to obtain the required bid or sell such options, rights or warrants at such highest net bid on or prior to the fifth Trading Day after the Receipt Date, promptly after the fifth Trading Day after the Receipt Date, a nationally recognized independent investment banking firm will be retained by Purchaser to identify the per-option, -right or -warrant fair market value of such options, rights or warrants. Shareholder may thereupon pledge an amount of Eligible Cash Equivalents with a fair market value equal to the product of the per-option, -right or -warrant fair market value of such options, rights or warrants and the Aggregate Number by the fifth Business Day following receipt of the investment banking firm’s determination of the per-option, -right or -warrant fair market value of such options, rights or warrants. Upon Shareholder’s pledge of such Eligible Cash Equivalents, such Eligible Cash Equivalents shall replace the options, rights or warrants as Exchange Property, and the options, rights or warrants shall be released from the Collateral and delivered by the Collateral Agent to Shareholder. If Shareholder does not pledge such Eligible Cash Equivalents by 5:00 p.m., New York City time, on the fifth Business Day following receipt of the investment banking firm’s determination of their fair market value, the investment banking firm shall identify a purchaser or purchasers for such options, rights or warrants in connection with all outstanding Contracts, and the Collateral Agent shall sell, on Shareholder’s behalf, such options, rights or warrants to the purchaser or purchasers identified by such investment banking firm. For purposes of determining the Then-Current Value of the Exchange Property Unit, (I) if those options, rights or warrants are sold pursuant to this subsection (b) or released to Shareholder following Shareholder’s pledge of Eligible Cash Equivalents pursuant to this subsection (b), such options, rights or warrants constituting part of each Exchange Property Unit will be deemed to have a value equal to the sale price, or fair market value of the Eligible Cash Equivalents pledged in respect, of such options, rights or warrants constituting part of each Exchange Property Unit from, and including, the Ex-Dividend Date in respect of the issuance of such options, rights or warrants; or (II) if those options, rights or warrants are not so sold or Shareholder has not so pledged such Eligible Cash Equivalents, such options, rights or warrants constituting part of each Exchange Property Unit will be deemed to have a sale proceeds value of zero. Notwithstanding the foregoing, Shareholder may not pledge Eligible Cash Equivalents under this clause (b) unless each other Shareholder with an outstanding Contract pledges its applicable amount of Eligible Cash Equivalents in accordance with the analogous provisions of the Contract to which such Shareholder is a party, such that there is an identical adjustment to the types and amounts of Exchange Property comprising the Exchange Property Unit under each of the outstanding Contracts.

Grant of Certain Options, Rights or Warrants. If the issuer “issuer” of any Exchange Security grants options, rights or warrants (other than non-transferable options, rights or warrants) to all holders of such Exchange Security (or depositary shares representing such securities) entitling them to subscribe for or purchase any of its securities (or depositary shares representing such securities) or other property for a period ending before the fifteenth calendar day following the Exchange Date (other than rights to purchase Exchange Securities Security units pursuant to a plan for the reinvestment of dividends or interest), then each Exchange Property Unit will be adjusted to include cash or Eligible Cash Equivalents as follows. The amount of cash or Eligible Cash Equivalents included in each Exchange Property Unit in respect of such options, rights or warrants will equal (x) the sale proceeds (determined as set forth below in this subsection (b)) for each such option, right or warrant or (y) if Shareholder elects to pledge Eligible Cash Equivalents to the Collateral Agent in accordance with this subsection (b), the per-option, -right or -warrant amount of such Eligible Cash Equivalents (determined as set forth below in this subsection (b)), in either case, multiplied by the product of (A) the number of such options, rights or warrants issued for each unit of the relevant Exchange Security and (B) the number of units of the relevant Exchange Security that are part of one Exchange Property Unit immediately before the Record Date, without any interest. The To determine the amount of such sale proceeds, Shareholder will be required to deliver to Purchaser (and direct Purchaser to instruct the Collateral Agent shall solicit, to sell on Shareholder’s behalf), bids by three and Purchaser will instruct the Collateral Agent to sell (on Shareholder’s behalf), such options, rights or warrants to the recognized securities dealers dealer in the The City of New York that provides the highest net bid as of approximately 5:00 p.m., New York City time, on the fifth Business Day after the date the holders of the relevant Exchange Security receive their options, rights or warrants (the “Receipt Date”), for settlement three Business Days later, from among the bids of three such dealers (or less than three if three such dealers are not providing bids) for the purchase by each such that dealer of the number (the “Aggregate Number”) of such options, rights or warrants that a holder of the relevant Exchange Security would have received if the holder held, on the record date for determination of holders entitled to receive the options, rights or warrants (the “Record Date”), a number of units of the Exchange Security equal to the product of (1) the number of units of the relevant Exchange Security that were part of one Exchange Property Unit on the Record Date, (2) the Maximum Exchange Rate, Rate and (3) the aggregate number of outstanding Trust Securities as of the Record Date and (4) the Applicable Percentage as of the Record Date. The Collateral Agent shall instruct the securities dealers to provide such bids by approximately 5:00 p.m., New York City time, by the second Trading Day after the date the holders of the relevant Exchange Security receive their options, rights or warrants (the “Receipt Date”). The Collateral Agent shall promptly provide each of Shareholder and Purchaser with notice of the net amounts of such bids. Shareholder may, by 5:00 p.m., on the fifth Business Day following receipt of such notice, pledge to the Collateral Agent an amount of Eligible Cash Equivalents with a fair market value equal to the net proceeds that would be received were the Collateral Agent to sell the Aggregate Number of the options, rights or warrants to the securities dealer providing the highest net bid. Upon Shareholder’s pledge of such Eligible Cash Equivalents, such Eligible Cash Equivalents shall replace the options, rights or warrants as Exchange Property, and the options, rights or warrants shall be released from the Collateral and delivered by the Collateral Agent to Shareholder. In such an instance, the per-option, -right or -warrant amount of such Eligible Cash Equivalents will equal the fair market value of such Eligible Cash Equivalents divided by (y) the Aggregate Number. If Shareholder does not pledge such an amount of Eligible Cash Equivalents to the Collateral Agent by 5:00 p.m., New York City time, on the fifth Business Day following receipt of notice of the bids from Purchaser, the Collateral Agent shall sell the Aggregate Number of such options, rights and warrants to the securities dealer that provided the highest net bid. In such an instance, the sale proceeds for each such option, right or warrant will be equal to (x) the net sale proceeds corresponding to such highest net bid divided by (y) the Aggregate Number. Notwithstanding the foregoing, no recognized securities dealer Shareholder will be deemed entitled to have provided the highest net bid hereunder unless (A) it also provides the same submit a bid for all the Aggregate Number of such options, rights or warrants at the same time and in connection with all outstanding Contracts the same manner as a recognized securities dealer as set forth above (and (B) such bid is also deemed to shall be the highest net considered a bid under each of a recognized securities dealer for such purpose). Each adjustment of the outstanding Contractstype set forth in this subsection (b) will become effective on the fifth Business Day after the Receipt Date (or, if later, the date that Purchaser receives the proceeds from such sale). If for any reason the Collateral Agent is, or Purchaser is deemed to be, unable to obtain the required bid (which, for the avoidance of doubt, may be a bid from Shareholder) or sell such options, rights or warrants at such highest net bid on or prior to the fifth Trading Business Day after the Receipt Date, the sale proceeds for that option, right or warrant will be determined promptly after the fifth Trading Business Day after the Receipt Date, Date by a nationally recognized independent investment banking firm will be retained by Purchaser to identify the per-option, -right or -warrant fair market value of such options, rights or warrants. Shareholder may thereupon pledge an amount of Eligible Cash Equivalents with a fair market value equal to the product of the per-option, -right or -warrant fair market value of such options, rights or warrants and the Aggregate Number by the fifth Business Day following receipt of the investment banking firm’s determination of the per-option, -right or -warrant fair market value of such options, rights or warrants. Upon Shareholder’s pledge of such Eligible Cash Equivalents, such Eligible Cash Equivalents shall replace the options, rights or warrants as Exchange Property, and the options, rights or warrants shall be released from the Collateral and delivered by the Collateral Agent to Shareholder. If Shareholder does not pledge such Eligible Cash Equivalents by 5:00 p.m., New York City time, on the fifth Business Day following receipt of the investment banking firm’s determination of their fair market value, the investment banking firm shall identify a purchaser or purchasers for such options, rights or warrants in connection with all outstanding Contractswarrants, and Shareholder will be required to deliver to Purchaser (and direct Purchaser to instruct the Collateral Agent shall sell, to sell on Shareholder’s behalf), and Purchaser will instruct the Collateral Agent to sell (on Shareholder’s behalf), such options, rights or warrants to the purchaser or purchasers identified by such investment banking firm. For purposes firm (it being understood that, for the avoidance of determining doubt, Shareholder may be deemed to be such a purchaser if Shareholder delivers to Purchaser an amount in cash equivalent to the Then-Current Value of the Exchange Property Unitapplicable sale proceeds, (I) if those options, rights or warrants are sold pursuant in which case Shareholder shall be entitled to this subsection (b) or released continue to Shareholder following Shareholder’s pledge of Eligible Cash Equivalents pursuant to this subsection (b), retain such options, rights or warrants constituting part warrants). For the avoidance of each Exchange Property Unit doubt, Shareholder will be deemed entitled to have a value equal participate in such bidding process on the same terms as the other dealers but will not be entitled to the sale price, “last look” or fair market value of the Eligible Cash Equivalents pledged in respect, of such options, rights or warrants constituting part of each Exchange Property Unit from“right to match the best offer”. From, and including, the Ex-Dividend Date in respect of the issuance of such options, rights or warrants; or warrants until the fifth Business Day after the Receipt Date (IIor, if later, the date that Purchaser receives the proceeds from such sale), (i) if each Exchange Property Unit will include the number of those options, rights or warrants issued for each unit of the relevant Exchange Security (including, for the avoidance of doubt, for purposes of determining the Then-Current Value of the Exchange Property Unit, whether for purposes of any Cash Settlement or otherwise; provided that, for purposes of determining the Required Pledged Assets, the Exchange Property Unit will not include such number of options, rights or warrants prior to the date of issuance thereof) multiplied by the number of units of the relevant Exchange Security that are not so sold part of one Exchange Property Unit immediately before the issuance of those options, rights or Shareholder has not so pledged such Eligible Cash Equivalentswarrants, such and (ii) those options, rights or warrants constituting part of each the Exchange Property Unit will be deemed for purposes of the adjustment set forth in this subsection (b) to have a sale proceeds value of zero. Notwithstanding the foregoing, Shareholder may not pledge Eligible Cash Equivalents under this clause (b) unless each other Shareholder with an outstanding Contract pledges its applicable amount of Eligible Cash Equivalents in accordance with the analogous provisions of the Contract to which such Shareholder is a party, such that there is an identical adjustment to the types and amounts of Exchange Property comprising the Exchange Property Unit under each of the outstanding Contracts.