Investment and Release. (a) All proceeds of financial assets from time to time credited to the Collateral Account shall be invested and reinvested as provided in this Agreement. At all times prior to termination of the Pledge, no property shall be released from the Collateral Account except in accordance with this Agreement. (b) In the event that any shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are to be released from the Pledge following a Termination Event, Collateral Substitution, Successful Remarketing, Early Settlement or Fundamental Change Early Settlement (a “Released Share”), and the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are represented by a physical certificate in the name of the Purchase Contract Agent held by the Collateral Agent (the “Pledged Convertible Preferred Share”), such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the certificate held by the Collateral Agent reflecting a reduction in the number of shares of Mandatory Convertible Preferred Stock represented by such Pledged Convertible Preferred Share equal in amount (the “Reduced Balance”) to the number of the Released Shares. The Collateral Agent shall confirm any such Reduced Balance by sending via electronic mail or otherwise delivering a photocopy of such endorsement made on the Pledged Convertible Preferred Share evidencing such Reduced Balance to the Transfer Agent at the address of the Transfer Agent provided for notices to the Transfer Agent in this Agreement (or at such other address as the Transfer Agent shall provide to the Collateral Agent). Upon receipt of such confirmation, the Transfer Agent shall instruct the Custodial Agent in writing to increase the balance of a Global Preferred Share held by the Custodial Agent in an amount equal to the Reduced Balance by an endorsement made by the Custodial Agent on such Global Preferred Share to reflect such increase. In the event that a share of Mandatory Convertible Preferred Stock is transferred to the Collateral Agent pursuant to Section 3.14(a) or Section 3.15(a) (a “Subjected Share”) in connection with the recreation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Convertible Preferred Share held by the Collateral Agent reflecting an increase in the balance of such Pledged Convertible Preferred Share equal in amount (the “Increased Balance”) to the number of such Subjected Shares. The Collateral Agent shall confirm any such Increased Balance by sending via electronic mail or otherwise delivering a photocopy of such endorsement made on the Pledged Convertible Preferred Share evidencing such Increased Balance to the Transfer Agent at the address of the Transfer Agent provided for notices to the Transfer Agent (or at such other address as the Transfer Agent shall provide to the Collateral Agent). Upon receipt of such confirmation, the Transfer Agent shall instruct the Custodial Agent in writing to decrease the balance of the Global Preferred Share held by the Custodial Agent in an amount equal to the Increased Balance by an endorsement made by the Custodial Agent on such Global Preferred Share to reflect such decrease. The release and delivery of any Released Share in the case where the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are represented by a Global Preferred Share shall be effected by a transfer of such Released Share to an account at the Depositary specified by the holder of such Released Share to the Purchase Contract Agent and Collateral Agent and otherwise in accordance with the terms of the relevant provision of this Agreement.
Appears in 2 contracts
Samples: Purchase Contract and Pledge Agreement (Nisource Inc.), Purchase Contract and Pledge Agreement (Nisource Inc.)
Investment and Release. (a) All proceeds of financial assets from time to time credited to the Collateral Account shall be invested and reinvested as provided in this Agreement. At all times prior to termination of the Pledge, no property shall be released from the Collateral Account except in accordance with this AgreementAgreement or upon written instructions of the Collateral Agent.
(b) In the event that any shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are to be released from the Pledge following a Termination Event, Collateral Substitution, Successful Remarketing, Early Settlement or Fundamental Change Early Settlement (a “Released Share”), and the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are represented by a physical certificate in the name of the Purchase Contract Agent held by the Collateral Agent (the “Pledged Convertible Preferred Share”)Agent, such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the certificate held by the Collateral Agent (the “Pledged Convertible Preferred Share”) reflecting a reduction in the number of shares of Mandatory Convertible Preferred Stock represented by such Pledged Convertible Preferred Share equal in amount (the “Reduced Balance”) to the number of the Released Shares. The Collateral Agent shall confirm any such Reduced Balance by sending via electronic mail telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Convertible Preferred Share evidencing such Reduced Balance to the Transfer Agent at the telecopier number or address of the Transfer Agent provided for notices to the Transfer Agent in this the Purchase Contract and Pledge Agreement (or at such other telecopier or address as the Transfer Agent shall provide to the Collateral Agent). Upon receipt of such confirmation, the Transfer Agent shall instruct the Custodial Agent in writing to increase the balance of a Global Preferred Share held by the Custodial Agent in an amount equal to the Reduced Balance by an endorsement made by the Custodial Agent on such Global Preferred Share to reflect such increase. In the event that a share of Mandatory Convertible Preferred Stock is transferred to the Collateral Agent pursuant to Section 3.14(a) or Section 3.15(a) 3.15 (a “Subjected Share”) in connection with the recreation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Convertible Preferred Share held by the Collateral Agent reflecting an increase in the balance of such Pledged Convertible Preferred Share equal in amount (the “Increased Balance”) to the number of such Subjected Shares. The Collateral Agent shall confirm any such Increased Balance by sending via electronic mail telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Convertible Preferred Share evidencing such Increased Balance to the Transfer Agent at the telecopier number or address of the Transfer Agent provided for notices to the Transfer Agent (or at such other telecopier or address as the Transfer Agent shall provide to the Collateral Agent). Upon receipt of such confirmation, the Transfer Agent shall instruct the Custodial Agent in writing to decrease the balance of the Global Preferred Share held by the Custodial Agent in an amount equal to the Increased Balance by an endorsement made by the Custodial Agent on such Global Preferred Share to reflect such decrease. The release and delivery of any Released Share in the case where the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are represented by a Global Preferred Share shall be effected by a transfer of such Released Share to an account at the Depositary specified by the holder of such Released Share to the Purchase Contract Agent and Collateral Agent and otherwise in accordance with the terms of the relevant provision of this Agreement.
Appears in 2 contracts
Samples: Series a Purchase Contract and Pledge Agreement (Dominion Energy Inc /Va/), Purchase Contract and Pledge Agreement (Stanley Black & Decker, Inc.)
Investment and Release. (a) All proceeds of financial assets from time to time credited to the Collateral Account shall be invested and reinvested as provided in this Agreement. At all times prior to termination of the Pledge, no property shall be released from the Collateral Account except in accordance with this AgreementAgreement or upon written instructions of the Collateral Agent.
(b) In the event that any shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are to be released from the Pledge following a Termination Event, Collateral Substitution, Successful Remarketing, Early Settlement or Fundamental Change Early Settlement (a “Released Share”), and the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are represented by a physical certificate in the name of the Purchase Contract Agent held by the Collateral Agent (the “Pledged Convertible Preferred Share”)Agent, such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the certificate held by the Collateral Agent (the “Pledged Convertible Preferred Share”) reflecting a reduction in the number of shares of Mandatory Convertible Preferred Stock represented by such Pledged Convertible Preferred Share equal in amount (the “Reduced Balance”) to the number of the Released Shares. The Collateral Agent shall confirm any such Reduced Balance by sending via electronic mail telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Convertible Preferred Share evidencing such Reduced Balance to the Transfer Agent at the telecopier number or address of the Transfer Agent provided for notices to the Transfer Agent in this the Purchase Contract and Pledge Agreement (or at such other telecopier or address as the Transfer Agent shall provide to the Collateral Agent). Upon receipt of such confirmation, the Transfer Agent shall instruct the Custodial Agent in writing to increase the balance of a Global Preferred Share held by the Custodial Agent in an amount equal to the Reduced Balance by an endorsement made by the Custodial Agent on such Global Preferred Share to reflect such increase. In the event that a share of Mandatory Convertible Preferred Stock is transferred to the Collateral Agent pursuant to Section 3.14(a) or Section 3.15(a) (a “Subjected Share”) in connection with the recreation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Convertible Preferred Share held by the Collateral Agent reflecting an increase in the balance of such Pledged Convertible Preferred Share equal in amount (the “Increased Balance”) to the number of such Subjected Shares. The Collateral Agent shall confirm any such Increased Balance by sending via electronic mail telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Convertible Preferred Share evidencing such Increased Balance to the Transfer Agent at the telecopier number or address of the Transfer Agent provided for notices to the Transfer Agent (or at such other telecopier or address as the Transfer Agent shall provide to the Collateral Agent). Upon receipt of such confirmation, the Transfer Agent shall instruct the Custodial Agent in writing to decrease the balance of the Global Preferred Share held by the Custodial Agent in an amount equal to the Increased Balance by an endorsement made by the Custodial Agent on such Global Preferred Share to reflect such decrease. The release and delivery of any Released Share in the case where the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are represented by a Global Preferred Share shall be effected by a transfer of such Released Share to an account at the Depositary specified by the holder of such Released Share to the Purchase Contract Agent and Collateral Agent and otherwise in accordance with the terms of the relevant provision of this Agreement.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Stanley Black & Decker, Inc.)
Investment and Release. (a) All proceeds of financial assets from time to time credited to the Collateral Account shall be invested and reinvested as provided in this Agreement. At all times prior to termination of the Pledge, no property shall be released from the Collateral Account except in accordance with this AgreementAgreement or upon written instructions of the Collateral Agent.
(b) In the event that any shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are to be released from the Pledge following a Termination Event, Collateral Substitution, Successful Remarketing, Early Settlement or Fundamental Change Early Settlement (a “Released Share”), and the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are represented by a physical certificate in the name of the Purchase Contract Agent held by the Collateral Agent (the “Pledged Convertible Preferred Share”), such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the certificate held by the Collateral Agent reflecting a reduction in the number of shares of Mandatory Convertible Preferred Stock represented by such Pledged Convertible Preferred Share equal in amount (the “Reduced Balance”) to the number of the Released Shares. The Collateral Agent shall confirm any such Reduced Balance by sending via electronic mail telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Convertible Preferred Share evidencing such Reduced Balance to the Transfer Agent at the telecopier number or address of the Transfer Agent provided for notices to the Transfer Agent in this Agreement (or at such other telecopier or address as the Transfer Agent shall provide to the Collateral Agent). Upon receipt of such confirmation, the Transfer Agent shall instruct the Custodial Agent in writing to increase the balance of a Global Preferred Share held by the Custodial Agent in an amount equal to the Reduced Balance by an endorsement made by the Custodial Agent on such Global Preferred Share to reflect such increase. In the event that a share of Mandatory Convertible Preferred Stock is transferred to the Collateral Agent pursuant to Section 3.14(a) or Section 3.15(a) (a “Subjected Share”) in connection with the recreation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Convertible Preferred Share held by the Collateral Agent reflecting an increase in the balance of such Pledged Convertible Preferred Share equal in amount (the “Increased Balance”) to the number of such Subjected Shares. The Collateral Agent shall confirm any such Increased Balance by sending via electronic mail telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Convertible Preferred Share evidencing such Increased Balance to the Transfer Agent at the telecopier number or address of the Transfer Agent provided for notices to the Transfer Agent (or at such other telecopier or address as the Transfer Agent shall provide to the Collateral Agent). Upon receipt of such confirmation, the Transfer Agent shall instruct the Custodial Agent in writing to decrease the balance of the Global Preferred Share held by the Custodial Agent in an amount equal to the Increased Balance by an endorsement made by the Custodial Agent on such Global Preferred Share to reflect such decrease. The release and delivery of any Released Share in the case where the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are represented by a Global Preferred Share shall be effected by a transfer of such Released Share to an account at the Depositary specified by the holder of such Released Share to the Purchase Contract Agent and Collateral Agent and otherwise in accordance with the terms of the relevant provision of this Agreement.
Appears in 1 contract
Investment and Release. (a) All proceeds of financial assets from time to time credited to the Collateral Account shall be invested and reinvested as provided in this Agreement. At all times prior to termination of the Pledge, no property shall be released from the Collateral Account except in accordance with this AgreementAgreement or upon written instructions of the Collateral Agent.
(b) In the event that any shares of Mandatory Convertible Preferred Stock underlying Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are to be released from the Pledge following a Termination Event, Collateral Substitution, Successful Remarketing, Early Settlement or Fundamental Change Early Settlement (a “Released Share”), and the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are represented by a physical certificate in the name of the Purchase Contract Agent held by the Collateral Agent (the “Pledged Convertible Preferred Share”), such release and delivery shall be evidenced by an endorsement by the Collateral Agent on the certificate held by the Collateral Agent reflecting a reduction in the number of shares of Mandatory Convertible Preferred Stock represented by such Pledged Convertible Preferred Share equal in amount (the “Reduced Balance”) to the number of the Released Shares. The Collateral Agent shall confirm any such Reduced Balance by sending via electronic mail or otherwise delivering a photocopy of such endorsement made on the Pledged Convertible Preferred Share evidencing such Reduced Balance to the Transfer Agent at the address of the Transfer Agent provided for notices to the Transfer Agent in this Agreement (or at such other address as the Transfer Agent shall provide to the Collateral Agent). Upon receipt of such confirmation, the Transfer Agent shall instruct the Custodial Agent in writing to increase the balance of a Global Preferred Share held by the Custodial Agent in an amount equal to the Reduced Balance by an endorsement made by the Custodial Agent on such Global Preferred Share to reflect such increase. In the event that a share of Mandatory Convertible Preferred Stock is transferred to the Collateral Agent pursuant to Section 3.14(a) or Section 3.15(a) (a “Subjected Share”) in connection with the recreation of Corporate Units, such transfer shall be evidenced by an endorsement by the Collateral Agent on the Pledged Convertible Preferred Share held by the Collateral Agent reflecting an increase in the balance of such Pledged Convertible Preferred Share equal in amount (the “Increased Balance”) to the number of such Subjected Shares. The Collateral Agent shall confirm any such Increased Balance by sending via electronic mail or otherwise delivering a photocopy of such endorsement made on the Pledged Convertible Preferred Share evidencing such Increased Balance to the Transfer Agent at the address of the Transfer Agent provided for notices to the Transfer Agent (or at such other address as the Transfer Agent shall provide to the Collateral Agent). Upon receipt of such confirmation, the Transfer Agent shall instruct the Custodial Agent in writing to decrease the balance of the related Global Preferred Share held by the Custodial Agent in an amount equal to the Increased Balance by an endorsement made by the Custodial Agent on such Global Preferred Share to reflect such decrease. The release and delivery of any Released Share in the case where the Pledged Applicable Ownership Interests in Mandatory Convertible Preferred Stock are represented by a Global Preferred Share shall be effected by a transfer of such Released Share to an account at the Depositary specified by the holder of such Released Share to the Purchase Contract Agent and Collateral Agent and otherwise in accordance with the terms of the relevant provision of this Agreement.
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Ugi Corp /Pa/)