Common use of Notice and Voting Clause in Contracts

Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unit, the Agent shall abstain from voting the Pledged Note underlying such Normal Unit. The Company hereby agrees, if applicable, to solicit Holders of Normal Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.

Appears in 10 contracts

Samples: Purchase Contract Agreement (Ameren Corp), Purchase Contract Agreement (Motorola Inc), Purchase Contract Agreement (Motorola Inc)

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Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Equity Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Equity Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Equity Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal an Equity Unit, the Agent shall abstain from voting the Pledged Note underlying such Normal UnitEquity Units. The Company hereby agrees, if applicable, to solicit Holders of Normal Equity Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.

Appears in 7 contracts

Samples: Forward Purchase Contract Agreement (American Electric Power Co Inc), Forward Purchase Contract Agent (American Electric Power Co Inc), Forward Purchase Contract Agreement (American Electric Power Co Inc)

Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Senior Notes pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Senior Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Senior Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Senior Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Senior Notes underlying their Normal Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Corporate Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Senior Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Corporate Unit, the Agent shall abstain from voting the Pledged Note Senior Notes underlying such Normal UnitCorporate Units. The Company hereby agrees, if applicable, to solicit Holders of Normal Corporate Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Senior Notes.

Appears in 5 contracts

Samples: Purchase Contract Agreement (Centurytel Inc), Form of Purchase Contract Agreement (Centurytel Inc), Purchase Contract Agreement (Duke Energy Corp)

Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes Capital Securities but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes Capital Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of NotesCapital Securities, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes Capital Securities entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes Capital Securities underlying their Normal Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes Capital Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unit, the Agent shall abstain from voting the Pledged Note Capital Security underlying such Normal Unit. The Company hereby agrees, if applicable, to solicit Holders of Normal Units to timely instruct the Agent in order to enable the Agent to vote such Pledged NotesCapital Securities and the Trust shall covenant to such effect in the Declaration.

Appears in 4 contracts

Samples: Purchase Contract Agreement (Prudential Financial Inc), Purchase Contract Agreement (Metlife Capital Trust I), Purchase Contract Agreement (Prudential Financial Inc)

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders any Holder of Normal Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requestsrequest, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unit, the Agent shall abstain from voting the Pledged Note underlying such Normal Unit. The Company hereby agrees, if applicable, to solicit Holders of Normal Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.

Appears in 3 contracts

Samples: Purchase Contract Agreement (Unumprovident Corp), Purchase Contract Agreement (Household International Inc), Purchase Contract Agreement (Platinum Underwriters Holdings LTD)

Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units Upper DECS a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Units Upper DECS and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Units Upper DECS on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unitan Upper DECS, the Agent shall abstain from voting the Pledged Note underlying such Normal UnitUpper DECS. The Company hereby agrees, if applicable, to solicit Holders of Normal Units Upper DECS to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.

Appears in 3 contracts

Samples: Purchase Contract Agreement (Temple Inland Inc), Forward Purchase Contract Agreement (Capital One Financial Corp), Forward Purchase Contract Agreement (Solutia Inc)

Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes Debentures but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of NotesDebentures, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes Debentures entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes Debentures underlying their Normal Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes Debentures as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unit, the Agent shall abstain from voting the Pledged Note Debenture underlying such Normal Unit. The Company hereby agrees, if applicable, to solicit Holders of Normal Units to timely instruct the Agent in order to enable the Agent to vote such Pledged NotesDebentures.

Appears in 3 contracts

Samples: Purchase Contract Agreement (Anthem Inc), Purchase Contract Agreement (Solectron Corp), Purchase Contract Agreement (Anthem Inc)

Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units Income PRIDES a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Units Income PRIDES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Units Income PRIDES on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unitan Income PRIDES, the Agent shall abstain from voting the Pledged Note Notes underlying such Normal UnitIncome PRIDES. The Company hereby agrees, if applicable, to solicit Holders of Normal Units Income PRIDES to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.

Appears in 3 contracts

Samples: ______________ Purchase Contract Agreement (Electronic Data Systems Corp /De/), Purchase Contract Agreement (Gabelli Asset Management Inc), Purchase Contract Agreement (Electronic Data Systems Corp /De/)

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their constituting a part of such Holder's Normal Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unit, the Agent shall abstain from voting the Pledged Note underlying such Normal Unit. The Company hereby agrees, if applicable, to solicit Holders of Normal Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.

Appears in 3 contracts

Samples: Purchase Contract Agreement (Pinnacle West Capital Corp), Purchase Contract Agreement (Hawaiian Electric Industries Inc), Purchase Contract Agreement (Ameren Corp)

Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Corporate Units a notice (prepared by the Company) (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Corporate Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Corporate Unit, the Agent shall abstain from voting the Pledged Note Notes underlying such Normal UnitCorporate Units. The Company hereby agrees, if applicable, to solicit Holders of Normal Corporate Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.

Appears in 3 contracts

Samples: Purchase Contract Agreement (Alltel Corp), Purchase Contract Agreement (Alltel Corp), Purchase Contract Agreement (St Paul Companies Inc /Mn/)

Notice and Voting. Under and subject to the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes Debt Securities but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes Debt Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of NotesDebt Securities, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units Income PRIDES a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Income PRIDES Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes Debt Securities entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Units Debt Securities constituting a part of such Holder's Income PRIDES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Units Income PRIDES on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes Debt Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unitan Income PRIDES, the Agent shall abstain from voting the Pledged Note underlying Debt Security constituting a part of such Normal Unit. The Company hereby agrees, if applicable, to solicit Holders of Normal Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.Holder's Income

Appears in 3 contracts

Samples: Agent Purchase Contract Agreement (Great Plains Energy Inc), Purchase Contract Agreement (Amerus Group Co/Ia), Purchase Contract Agreement (Amerus Group Co/Ia)

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes Debentures but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of NotesDebentures, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes Debentures entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Debentures constituting a part of such Holder's Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Corporate Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes Debentures as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal UnitCorporate Units, the Agent shall abstain from voting the Pledged Note underlying Debentures constituting a part of such Normal UnitHolder's Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Normal Corporate Units to timely instruct the Agent in order to enable the Agent to vote such Pledged NotesDebentures.

Appears in 3 contracts

Samples: Purchase Contract Agreement (FPL Group Capital Inc), Purchase Contract Agreement (FPL Group Trust II), Purchase Contract Agreement (FPL Group Capital Inc)

Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes Debentures in connection with any modifications of the Indenture, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of NotesDebentures, the Agent shall, as soon as practicable thereafterpracticable, mail to the Holders of Normal Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes Debentures entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes such Debentures underlying their Normal Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Corporate Units on such record datedate received by the Agent at least six days prior to such meeting, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes Debentures as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Corporate Unit, the Agent shall abstain from voting the Pledged Note Debentures underlying such Normal UnitCorporate Units. The Company hereby agrees, if applicable, to solicit Holders of Normal Corporate Units to timely instruct the Agent in order to enable the Agent to vote such Pledged NotesDebentures.

Appears in 3 contracts

Samples: Purchase Contract Agreement (Nisource Inc), Purchase Contract Agreement (New Nisource Inc), Purchase Contract Agreement (New Nisource Inc)

Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Corporate Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Corporate Unit, the Agent shall abstain from voting the Pledged Note Notes underlying such Normal UnitCorporate Units. The Company hereby agrees, if applicable, to solicit Holders of Normal Corporate Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Kansas City Southern Industries Inc), Purchase Contract Agreement (Sprint Corp)

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes Debentures but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of NotesDebentures, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Corporate Unit Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes Debentures entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Debentures constituting a part of such Holder's Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Corporate Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes Debentures as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal UnitCorporate Units, the Agent shall abstain from voting the Pledged Note underlying Debentures constituting a part of such Normal UnitHolder's Corporate Units. The Company hereby agrees, if applicable, to solicit Holders of Normal Corporate Units to timely instruct the Agent in order to enable the Agent to vote such Pledged NotesDebentures. SECTION 4.3.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Florida Power & Light Co), Purchase Contract Agreement (Florida Power & Light Co)

Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes Preferred Shares pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes Preferred Shares are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of NotesPreferred Shares, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units Income PRIDES a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes Preferred Shares entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes Preferred Shares underlying their Normal Units Income PRIDES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Units Income PRIDES on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes Preferred Shares as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unitan Income PRIDES, the Agent shall abstain from voting the Pledged Note Preferred Share underlying such Normal UnitIncome PRIDES. The Company hereby agrees, if applicable, to solicit Holders of Normal Units Income PRIDES to timely instruct the Agent in order to enable the Agent to vote such Pledged NotesPreferred Shares.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Ace LTD), Purchase Contract Agreement (Ace LTD)

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Purchase Contract Agent shall, as soon as practicable thereafter, mail mail, at the expense of the Company or one of its subsidiaries, to the Holders of Normal Units a notice prepared by the Company (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Purchase Contract Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Purchase Contract Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders any Holder of Normal Units on such record date, the Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requestsrequest, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unit, the Purchase Contract Agent shall abstain from voting the Pledged Note underlying such Normal Unit. The Company hereby agrees, if applicable, to solicit Holders of Normal Units to timely instruct the Purchase Contract Agent in writing in order to enable the Purchase Contract Agent to vote such Pledged Notes.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Lazard LTD), Purchase Contract Agreement (Lazard Group Finance LLC)

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units a notice prepared by the Company at the Company’s expense (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders any Holder of Normal Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requestsrequest, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unit, the Agent shall abstain from voting the Pledged Note underlying such Normal Unit. The Company hereby agrees, if applicable, to solicit Holders of Normal Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Unumprovident Corp), Purchase Contract Agreement (Unumprovident Corp)

Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Senior Notes pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Senior Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Senior Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units Income PRIDES a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Senior Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Senior Notes underlying their Normal Units Income PRIDES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Units Income PRIDES on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Senior Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unitan Income PRIDES, the Agent shall abstain from voting the Pledged Senior Note underlying such Normal UnitIncome PRIDES. The Company hereby agrees, if applicable, to solicit Holders of Normal Units Income PRIDES to timely instruct the Agent in order to enable the Agent to vote such Pledged Senior Notes.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Affiliated Managers Group Inc), Purchase Contract Agreement (Affiliated Managers Group Inc)

Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes Debt Securities pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes Debt Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of NotesDebt Securities, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes Debt Securities entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes Debt Securities underlying their Normal Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes Debt Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unit, the Agent shall abstain from voting the Pledged Note Debt Security underlying such Normal Unit. The Company hereby agrees, if applicable, to solicit Holders of Normal Units to timely instruct the Agent in order to enable the Agent to vote such Pledged NotesDebt Securities.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Dte Energy Co), Purchase Contract Agreement (Dte Energy Co)

Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Equity Security Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Equity Security Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Equity Security Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal an Equity Security Unit, the Agent shall abstain from voting the Pledged Note underlying such Normal UnitEquity Security Units. The Company hereby agrees, if applicable, to solicit Holders of Normal Equity Security Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.

Appears in 2 contracts

Samples: Purchase Contract Agreement (Dte Energy Co), Purchase Contract Agreement (Dte Energy Co)

Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes Debentures pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of NotesDebentures, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units Income PRIDES a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes Debentures entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes Debentures underlying their Normal Units Income PRIDES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Units Income PRIDES on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes Debentures as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unitan Income PRIDES, the Agent shall abstain from voting the Pledged Note Debentures underlying such Normal UnitIncome PRIDES. The Company hereby agrees, if applicable, to solicit Holders of Normal Units Income 37 PRIDES to timely instruct the Agent in order to enable the Agent to vote such Pledged NotesDebentures.

Appears in 1 contract

Samples: Purchase Contract Agreement (El Paso Corp/De)

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Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes Debentures, as the case may be, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of NotesDebentures, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Type A Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes Debentures, as the case may be, entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes such Debentures underlying their Normal Type A Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Type A Units on such record datedate received by the Agent at least six days prior to such meeting, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number principal amount of Pledged Notes Debentures as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Type A Unit, the Agent shall abstain from voting the Pledged Note Debentures underlying such Normal Type A Unit. The Company hereby agrees, if applicable, to solicit Holders of Normal Type A Units to timely instruct the Agent in order to enable the Agent to vote such Pledged NotesDebentures.

Appears in 1 contract

Samples: Purchase Contract Agreement (Polaroid Corp)

Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes Debentures pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes Debentures are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of NotesDebentures, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes Debentures entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes Debentures underlying their Normal Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Corporate Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes Debentures as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Corporate Unit, the Agent shall abstain from voting the Pledged Note Debentures underlying such Normal UnitCorporate Units. The Company hereby agrees, if applicable, to solicit Holders of Normal Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.of

Appears in 1 contract

Samples: Purchase Contract Agreement (NRG Energy Inc)

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal constituting a part of such Holder’s Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Corporate Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Corporate Unit, the Agent shall abstain from voting the Pledged Note underlying such Normal Corporate Unit. The Company hereby agrees, if applicable, to solicit Holders of Normal Corporate Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.

Appears in 1 contract

Samples: Purchase Contract Agreement (Northwest Natural Gas Co)

Notice and Voting. Under and subject to the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes Debt Securities but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes Debt Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of NotesDebt Securities, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units Income PRIDES a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Income PRIDES Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes Debt Securities entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Units Debt Securities constituting a part of such Holder's Income PRIDES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Units Income PRIDES on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes Debt Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unitan Income PRIDES, the Agent shall abstain from voting the Pledged Note underlying such Normal Unit. The Company hereby agrees, if applicable, to solicit Holders of Normal Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.Debt Security constituting

Appears in 1 contract

Samples: Agent Purchase Contract Agreement (Great Plains Energy Inc)

Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes Preferred Securities pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes Preferred Securities are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of NotesPreferred Securities, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes Preferred Securities entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes Preferred Securities underlying their Normal Units Income PRIDES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes Preferred Securities as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unitan Income PRIDES, the Agent shall abstain from voting the Pledged Note Preferred Security underlying such Normal UnitIncome PRIDES. The Company hereby agrees, if applicable, to solicit Holders of Normal Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.Preferred Securities or to cause such

Appears in 1 contract

Samples: Purchase Contract Agreement (American Heritage Life Investment Corp)

Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units Upper DECS a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Units Upper DECS and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Units Upper DECS on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unitan Upper DECS, the Agent shall abstain from voting the Pledged Note Notes underlying such Normal UnitUpper DECS. The Company hereby agrees, if applicable, to solicit Holders of Normal Units Upper DECS to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.

Appears in 1 contract

Samples: Forward Purchase Contract Agreement (Cendant Corp)

Notice and Voting. Under the terms of the Pledge Agreement, the The Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units a notice prepared by the Company at the Company's expense (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders any Holder of Normal Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requestsrequest, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unit, the Agent shall abstain from voting the Pledged Note underlying such Normal Unit. The Company hereby agrees, if applicable, to solicit Holders of Normal Units to timely instruct the Agent in writing in order to enable the Agent to vote such Pledged Notes.

Appears in 1 contract

Samples: Purchase Contract Agreement (Xl Capital LTD)

Notice and Voting. Under and subject to the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Senior Notes pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Senior Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Senior Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units Income PRIDES a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Senior Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Senior Notes underlying their Normal Units Income PRIDES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Units Income PRIDES on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Senior Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unitan Income PRIDES, the Agent shall abstain from voting the Pledged Senior Note underlying constituting a part of such Normal UnitHolder’s Income PRIDES. The Company hereby agrees, if applicable, to solicit Holders of Normal Units Income PRIDES to timely instruct the Agent in order to enable the Agent to vote such Pledged Senior Notes.

Appears in 1 contract

Samples: Purchase Contract Agreement (Affiliated Managers Group Inc)

Notice and Voting. Under the terms of the Pledge Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes Shares, as the case may be, but only to the extent instructed in writing by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes Shares are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of NotesShares, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units Corporate PIES a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes Shares, as the case may be, entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes such Shares underlying their Normal Units Corporate PIES and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Units Corporate PIES on such record datedate received by the Agent at least six days prior to such meeting, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number liquidation preference of Pledged Notes Shares as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal UnitCorporate PIES, the Agent shall abstain from voting the Pledged Note Shares underlying such Normal UnitCorporate PIES. The Company hereby agrees, if applicable, to solicit Holders of Normal Units Corporate PIES to timely instruct the Agent in order to enable the Agent to vote such Pledged NotesShares.

Appears in 1 contract

Samples: Purchase Contract Agreement (Bank United Corp)

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units a notice prepared by the Company at the Company's expense (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders any Holder of Normal Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requestsrequest, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unit, the Agent shall abstain from voting the Pledged Note underlying such Normal Unit. The Company hereby agrees, if applicable, to solicit Holders of Normal Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.

Appears in 1 contract

Samples: Purchase Contract Agreement (Union Planters Corp)

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their constituting a part of such Holder’s Normal Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Unit, the Agent shall abstain from voting the Pledged Note underlying such Normal Unit. The Company hereby agrees, if applicable, to solicit Holders of Normal Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.

Appears in 1 contract

Samples: Purchase Contract Agreement (Ameren Capital Trust Ii)

Notice and Voting. Under the terms of the Pledge ------------------ Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes pledged with the Collateral Agent but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Corporate Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Corporate Unit, the Agent shall abstain from voting the Pledged Note Notes underlying such Normal UnitCorporate Units. The Company hereby agrees, if applicable, to solicit Holders of Normal Corporate Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.

Appears in 1 contract

Samples: Purchase Contract Agreement (Sprint Corp)

Notice and Voting. Under and subject to the terms of the Pledge Agreement and this Agreement, the Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Pledged Notes but only to the extent instructed by the Holders as described below. Upon receipt of notice of any meeting at which holders of Notes are entitled to vote or upon any solicitation of consents, waivers or proxies of holders of Notes, the Agent shall, as soon as practicable thereafter, mail to the Holders of Normal Corporate Units a notice (a) containing such information as is contained in the notice or solicitation, (b) stating that each Holder on the record date set by the Agent therefor (which, to the extent possible, shall be the same date as the record date for determining the holders of Notes entitled to vote) shall be entitled to instruct the Agent as to the exercise of the voting rights pertaining to the Pledged Notes underlying their Normal constituting a part of such Holder's Corporate Units and (c) stating the manner in which such instructions may be given. Upon the written request of the Holders of Normal Corporate Units on such record date, the Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum number of Pledged Notes as to which any particular voting instructions are received. In the absence of specific instructions from the Holder of a Normal Corporate Unit, the Agent shall abstain from voting the Pledged Note underlying such Normal Corporate Unit. The Company hereby agrees, if applicable, to solicit Holders of Normal Corporate Units to timely instruct the Agent in order to enable the Agent to vote such Pledged Notes.

Appears in 1 contract

Samples: Purchase Contract Agreement (National Fuel Gas Co)

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