Notification and Processing. The Exchange Agent is hereby authorized and directed, and hereby agrees, to: A. Provide file containing the name and address of each holder of record of $1-2/3 Par Value Common Stock. The file for holders in certain foreign jurisdictions, which the Company will designate for the Exchange Agent shall be segregated from the file for all other holders. The Exchange Agent shall deliver such files, upon the Company's demand, to such person or entity as the Company shall designate. B. Accept and respond to all telephone requests for information relating to the exchange of shares pursuant to the Exchange Offer. C. Receive and examine all certificates representing shares of $1-2/3 Par Value Common Stock (the "Tendered Shares") tendered for exchange and accompanying Letters of Transmittal for proper execution in accordance with the terms thereof. Such examination shall include determination that such certificates representing Tendered Shares are in proper form for transfer on the share registry books of the Company, verification that no stop order has been issued against the Tendered Shares by reason of mutilation, loss, theft, destruction or other invalidity and that the certificates representing (or other evidence of ownership of) Tendered Shares otherwise comply with the Instructions to the Letter of Transmittal. In the event that any Letter of Transmittal has been improperly completed or executed, or the certificates representing (or other evidence of ownership of) the Tendered Shares are not in proper form for transfer (as required by the Instructions to the Letter of Transmittal), or if some other irregularity in connection with the exchange of such Tendered Shares exists, the Exchange Agent shall notify the stockholder of the deficiency in order to enable the stockholder to correct such irregularity. Determination of all questions as to the validity, form, eligibility (including timeliness of receipt) and acceptance of the Tendered Shares exchanged or tendered shall be determined by the Exchange Agent on behalf of the Company in the first instance, but final decisions on all such matters shall be made by the Company in its sole and absolute discretion. The Company reserves in the Exchange Offer the absolute right to reject any or all exchanges of any particular Tendered Shares not in the appropriate form or the acceptance of which would, in the opinion of the Company's counsel, be unlawful and to waive any of the conditions of the Exchange Offer or any defect or irregularity in the exchange of the Tendered Shares, and the Company's interpretation of the terms and conditions of the Exchange Offer will be final in all cases. D. Exchange all Tendered Shares in accordance with the terms and conditions of the Exchange Offer, as such are set forth in the Offering Circular--Prospectus and the Letter of Transmittal. E. Make appropriate arrangements with The Depository Trust Company and any other "qualified" registered securities depository to allow for the book- entry movement of the Tendered Shares between depository participants and the Exchange Agent. F. An exchanging stockholder may withdraw its tender as set forth in the Offering Circular--Prospectus and the Letter of Transmittal, in which event, you shall as promptly as possible after notification of such withdrawal, return such Tendered Shares in accordance with the terms and conditions of the Exchange Offer. The Company may ask to review any Tender Share certificates, Letters of Transmittal, notices of withdrawal or other documents relating to the Exchange Offer. All questions as to the form and validity of notices of withdrawal, including timeliness of receipt, shall be determined by the Company in its sole and absolute discretion, whose determination shall be final and binding in all cases. G. On each business day up to and including the expiration date of the Exchange Offer (including any extensions thereof), you shall advise by facsimile transmission, not later than 5:00 p.m. Eastern Time, the Company and such other persons (including, without limitation, the Dealer Manager in the Exchange Offer) as it may direct, of the number of shares of $1-2/3 Par Value Common Stock which have been duly delivered on such day, stating separately the number of such shares delivered by Notices of Guaranteed Delivery, the number of such shares about which you have questions concerning validity, the number of Tendered Shares withdrawn and the cumulative number of such shares delivered by facsimile transmission. You shall also inform the aforementioned persons, and such other persons as any of them may designate, upon request of such other information as any of them may request, including, without limitation, the names and addresses of registered holders of exchanged shares of $1-2/3 Par Value Common Stock. H. Retain or return to stockholders (as applicable) those Tendered Shares and accompanying exchange documents evidencing some deficiency (and make reasonable attempts to inform such holders of $1-2/3 Par Value Common Stock of the need to correct such deficiency) and return to stockholders their Tendered Shares which are rejected by the Company due to proration of the Exchange Offer. I. Accept exchanges signed by persons acting in a fiduciary or representative capacity only if such capacity is shown on the Letter of Transmittal and proper evidence of their authority so to act has been submitted in accordance with the terms and conditions of the Exchange Offer. J. Accept exchanges from persons alleging loss, theft or destruction of their certificates if Box A on the Letter of Transmittal is properly completed and the appropriate payment for the corporate bond is provided. K. Accept exchanges for Class H Common Stock to be issued other than in the name that appears on the certificates representing (or other evidence of ownership) Tendered Shares, to the extent such exchanges comply with the terms and conditions of the Exchange Offer as set forth in the Offering Circular-- Prospectus and the Letter of Transmittal. L. In accordance with the Exchange Agent's final report, which the Exchange Agent shall deliver to the Company no later than Eastern Time on the day which is four NYSE trading days following the expiration (including any extension thereof) of the Exchange Offer, shall provide to the Company the final number of shares of $1-2/3 Par Value Common Stock to be accepted and the final number of shares of Class H Common Stock to be distributed in the Exchange Offer based on the exchange ratio and proration set forth in the Offering Circular--Prospectus. M. Issue or otherwise record, as Stock Transfer Agent and Registrar for Company Common Stock, upon surrender of certificates representing (or other evidence of ownership of) Tendered Shares and properly executed Letters of Transmittal, such number of shares of Class H Common as is indicated by the exchange ratio (taking into account proration) as set forth in the Offering Circular--Prospectus, registered in such names as are appropriate pursuant to properly executed Letters of Transmittal, for every Tendered Share represented by such Certificate(s); provided that no fractional shares of Class H Common Stock shall be issued. N. Cancel, as Exchange Agent, all Tendered Shares accepted for exchange. O. Promptly deliver, in accordance with the Letter of Transmittal, evidence of Class H Common Stock issued as provided in paragraph H above. P. Pay such cash without earnings or interest (the "Cash Payments") to holders of Tendered Shares accepted for exchange instead of the issuance of fractional shares of Class H Common Stock as is provided for in the Exchange Offer. Q. Prepare and file with the appropriate governmental agency and stockholder Form 1099B in connection with the Exchange Offer. R. Comply with Internal Revenue Service regulations with respect to due diligence in obtaining a certified Tax Identification Number for each tendering stockholder. S. Cooperate in all respects with the Information Agent for the Exchange Offer, the Dealer Manager for the Exchange Offer, the financial advisors for the Company, the Company's counsel and any other agents of the Company in carrying out its duties. T. Follow and act upon all instructions in connection with your duties as Exchange Agent in connection with the Exchange Offer which may be given to you by the Company or any other person it may authorize in writing.
Appears in 1 contract
Notification and Processing. The Exchange Agent is hereby authorized and directed, and hereby agrees, agrees to:
A. Provide file containing 2.1 Accept all of the name and address of each holder of record of $1Class B Shares in book-2/3 Par Value Common Stock. The file entry form surrendered for holders in certain foreign jurisdictions, which conversion into the Company will designate for the Exchange Agent shall be segregated from the file for all other holders. The Exchange Agent shall deliver such files, upon the Company's demand, to such person or entity as the Company shall designateClass A Shares.
B. Accept and respond to all telephone requests for information relating to the exchange of shares pursuant to the Exchange Offer.
C. 2.2 Receive and examine all certificates representing shares of $1-2/3 Par Value Common Stock (the "Tendered Shares") tendered Class B Shares submitted for exchange conversion and accompanying Letters of Transmittal instructions for proper execution in accordance with the terms thereof. Such examination shall include a determination (a) that such certificates representing Tendered Class B Shares are in proper form for transfer on the share registry books of the Companytransfer agent and verification, verification (b) that no stop order has been issued against the Tendered Shares shares represented by the surrendered shares by reason of mutilation, loss, theft, destruction or other invalidity invalidity, and (c) that the certificates representing (or other evidence of ownership of) Tendered Shares otherwise comply with the Instructions to the Letter of Transmittal. In the event that any Letter of Transmittal has been improperly completed or executeda complete and duly executed written certification, or the certificates representing (or other evidence of ownership of) the Tendered Shares are not in proper form for transfer (as required by the Instructions to the Letter of Transmittal), or if some other irregularity in connection with the exchange of such Tendered Shares exists, the Exchange Agent shall notify the stockholder of the deficiency in order to enable the stockholder to correct such irregularity. Determination of all questions as to the validity, form, eligibility (including timeliness of receipt) and acceptance of the Tendered Shares exchanged or tendered shall be determined by the Exchange Agent on behalf of the Company in the first instanceform attached hereto as Exhibit E, but final decisions on all Exhibit F or such matters shall be made by other form that is acceptable to the Company in its sole and absolute discretiondiscretion (the “Ownership Certification”), on behalf of the holder of the Class B Shares submitted for conversion has been timely delivered to Agent. The Company reserves in If more than one person is the Exchange Offer the absolute right to reject any or all exchanges record holder of any particular Tendered Shares not in the appropriate form or the acceptance of which would, in the opinion of the Company's counsel, be unlawful and to waive any of the conditions of the Exchange Offer or any defect or irregularity in the exchange of the Tendered such Class B Shares, the instructions must be signed by each record holder, and the Company's interpretation an Ownership Certification shall be delivered on behalf of the terms and conditions of the Exchange Offer will be final in all caseseach record holder.
D. Exchange all Tendered Shares in accordance with the terms and conditions of the Exchange Offer, as such are set forth in the Offering Circular--Prospectus and the Letter of Transmittal.
E. Make appropriate arrangements with The Depository Trust Company and any other "qualified" registered securities depository to allow for the book- entry movement of the Tendered Shares between depository participants and the Exchange Agent.
F. An exchanging stockholder may withdraw its tender as set forth in the Offering Circular--Prospectus and the Letter of Transmittal, in which event, you shall as promptly as possible after notification of such withdrawal, return such Tendered Shares in accordance with the terms and conditions of the Exchange Offer. The Company may ask to review any Tender Share certificates, Letters of Transmittal, notices of withdrawal or other documents relating to the Exchange Offer. All questions as to the form and validity of notices of withdrawal, including timeliness of receipt, shall be determined by the Company in its sole and absolute discretion, whose determination shall be final and binding in all cases.
G. On each business day up to and including the expiration date of the Exchange Offer (including any extensions thereof), you shall advise by facsimile transmission, not later than 5:00 p.m. Eastern Time, the Company and such other persons (including, without limitation, the Dealer Manager in the Exchange Offer) as it may direct, of the number of shares of $1-2/3 Par Value Common Stock which have been duly delivered on such day, stating separately the number of such shares delivered by Notices of Guaranteed Delivery, the number of such shares about which you have questions concerning validity, the number of Tendered Shares withdrawn and the cumulative number of such shares delivered by facsimile transmission. You shall also inform the aforementioned persons, and such other persons as any of them may designate, upon request of such other information as any of them may request, including, without limitation, the names and addresses of registered holders of exchanged shares of $1-2/3 Par Value Common Stock.
H. Retain or return to stockholders (as applicable) those Tendered Shares and accompanying exchange documents evidencing some deficiency (and make reasonable attempts to inform such holders of $1-2/3 Par Value Common Stock of the need to correct such deficiency) and return to stockholders their Tendered Shares which are rejected by the Company due to proration of the Exchange Offer.
I. 2.3 Accept exchanges conversions signed by persons acting in a fiduciary or representative capacity only if such capacity is shown on the Letter of Transmittal instruction and proper evidence of their authority so to act has been submitted in accordance with the terms and conditions of the Exchange Offersubmitted.
J. 2.4 Accept exchanges from persons alleging loss, theft or destruction of their certificates if Box A on the Letter of Transmittal is properly completed and the appropriate payment conversions for the corporate bond is provided.
K. Accept exchanges for Class H Common Stock A Shares to be issued other than in the name that appears on the certificates representing Class B Shares submitted for conversion, where (i) such Class B Shares are duly endorsed or other evidence accompanied by appropriately signed stock powers, (ii) the signature thereon is guaranteed by a participant in a signature guarantee program approved by the Securities Transfer Association, (iii) any necessary stock transfer taxes are paid and proof of ownershipsuch payment is submitted or funds therefore are provided to Agent, or it is established by the shareholder that no such taxes are due and payable, and (iv) Tendered Shares, a complete and duly executed Ownership Certification on behalf of the entity or individual that will own the Class A Shares following the conversion has been timely delivered to the extent such exchanges comply with the terms and conditions of the Exchange Offer as set forth in the Offering Circular-- Prospectus and the Letter of TransmittalAgent.
L. In accordance with the Exchange Agent's final report, which the Exchange Agent shall deliver to the Company no later than Eastern Time on the day which is four NYSE trading days following the expiration (including any extension thereof) of the Exchange Offer, shall provide to the Company the final number of shares of $1-2/3 Par Value Common Stock to be accepted and the final number of shares of Class H Common Stock to be distributed in the Exchange Offer based on the exchange ratio and proration set forth in the Offering Circular--Prospectus.
M. Issue or otherwise record2.5 Issue, as Stock Transfer Agent the transfer agent and Registrar registrar for Company Common StockCompany’s Class A Shares, upon surrender of certificates representing (or other evidence the Class B Shares(s), and satisfaction of ownership of) Tendered Shares and properly executed Letters the requirements of TransmittalSections 2.2-2.4 hereof, such number one share of shares of the Class H Common as is indicated by the exchange ratio (taking into account proration) as set forth in the Offering Circular--ProspectusA Shares, registered in such names as are appropriate pursuant to properly executed Letters of Transmittalcompleted instructions, for every Tendered Share represented by such Certificate(s)share of the Class B Shares; provided provided, that no fractional shares of the Class H Common Stock A Shares shall be issued. Arrange for the issuance of a statement of holding reflecting the new Class A Shares in the Direct Registration System, (“Statement”), unless such shareholder has attached a written request to the contrary.
N. 2.6 As the transfer agent and registrar, record and countersign the Statement in such names and in such amounts as Agent may request in writing and deliver such Statement(s) to or upon the written order of Agent.
2.7 Cancel, as Exchange Agent, all Tendered of the Class B Shares accepted for exchangeconversion and retain such conversion instructions, pursuant to applicable law.
O. 2.8 Promptly deliver, in accordance with the Letter of Transmittalinstructions received from the holder, evidence of Class H Common Stock the Statement issued as provided in paragraph H Section 2.5, above.
P. Pay 2.9 If appropriate, deliver the Statement(s) or Company certificates, by first class mail, under the provisions of Agent’s first class mail bond protecting Agent from loss or liability arising out of the non-receipt or non-delivery of such cash without earnings a Statement or interest Company certificate(s) or arising out of the replacement thereof, for any deliveries where market value does not exceed the amount of Agent’s first class mail bond. Any mail delivery exceeding such amount shall be delivered by registered mail or overnight mail and shall be insured separately for the replacement value of its contents at the time of the mailing.
2.10 When the Class B Shares registered in the name of any Affiliate are surrendered:
(the "Cash Payments"a) to holders of Tendered Shares accepted Arrange for exchange instead of the issuance of fractional shares of Class H Common Stock as is provided for a Statement in the Exchange Offername of any other person only with the proper approval of Company.
Q. Prepare (b) Issue, in exchange therefor, as the transfer agent and file registrar for Class A Shares, a Statement or certificate(s) with a legend in the appropriate governmental agency form set forth on Exhibit A hereto applied to each of such Statement or certificate(s).
2.11 At the request of Company, return to Company any and stockholder Form 1099B all necessary records, information and material concerning and representing unconverted Class B Shares.
2.12 Accept and respond to all telephone requests for information relative to the conversion of the Class B Shares in connection with the Exchange Offerconversion.
R. Comply with Internal Revenue Service regulations with respect to due diligence in obtaining a certified Tax Identification Number for each tendering stockholder.
S. Cooperate in all respects with the Information Agent for the Exchange Offer, the Dealer Manager for the Exchange Offer, the financial advisors for the Company, the Company's counsel and any other agents of the Company in carrying out its duties.
T. Follow and act upon all instructions in connection with your duties as Exchange Agent in connection with the Exchange Offer which may be given to you by the Company or any other person it may authorize in writing.
Appears in 1 contract
Notification and Processing. The If TWX elects to effect all or a portion of the Distribution as a Split-Off, in connection with the Exchange Agent Offer and subject to Section 8(b) of this Agreement, the Depository is hereby authorized and directed, and hereby agrees, agrees to:
A. Provide file containing (a) Mail, via first-class mail, postage prepaid, as soon as practicable following the Effective Time (as such term will be defined in the Offer to Exchange), to each Eligible Holder as of the Effective Time (i) a copy of the Letter of Transmittal (including the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9) relating to Eligible Shares having thereon the name and address of each holder such Eligible Holder, (ii) an envelope addressed to the Depository for use by such Eligible Holder in exchanging his or her Eligible Shares for Offered Shares, (iii) a copy of record the letter from TWX to Eligible Holders in the form provided by TWX and (iv) a copy of $1-2/3 Par Value Common Stock. The file for holders in certain foreign jurisdictionsthe S-4, which prospectus, broker instruction letters and the Company will designate for the Exchange Agent shall be segregated from the file for all other holders. The Exchange Agent shall deliver such files, upon the Company's demand, to such person or entity as the Company shall designatelike.
B. (b) Accept and respond promptly and accurately to all telephone requests for information relating to the exchange of shares pursuant Eligible Shares in connection with the Exchange Offer and, to the Exchange Offerextent necessary, direct any inquiries to an information agent appointed by TWX.
C. (c) Receive and examine all certificates representing shares of $1-2/3 Par Value Common Stock (the "Tendered Shares") tendered for Eligible Shares submitted for exchange and accompanying Letters of Transmittal for proper execution in accordance with the terms thereof. Such examination shall include a determination that such certificates representing Tendered for Eligible Shares are in proper form for transfer on the share registry books of the Company, Depository and verification that no stop order has been issued against the Tendered shares represented by the surrendered certificates for Eligible Shares by reason of mutilation, loss, theft, destruction or other invalidity and that invalidity. If more than one person is the certificates representing (or other evidence record holder of ownership of) Tendered Shares otherwise comply with the Instructions to any Eligible Shares, the Letter of TransmittalTransmittal must be signed by each record holder. In If a holder fails to submit all share certificates held by such holder (in contradiction of such holder’s instructions on the event that any Letter of Transmittal has been improperly completed or executed, or the certificates representing (or other evidence of ownership of) the Tendered Shares are not in proper form for transfer (as required by the Instructions to the applicable Letter of Transmittal), or if some the Depository shall contact such holder in writing to follow up regarding such other irregularity in connection with the exchange of such Tendered Shares exists, the Exchange Agent shall notify the stockholder of the deficiency in order to enable the stockholder to correct such irregularity. Determination of all questions as to the validity, form, eligibility certificates (including timeliness of receipt) and acceptance of the Tendered Shares exchanged or tendered shall be determined unless otherwise instructed by the Exchange Agent on behalf of the Company in the first instance, but final decisions on all such matters shall be made by the Company in its sole and absolute discretion. The Company reserves in the Exchange Offer the absolute right to reject any or all exchanges of any particular Tendered Shares not in the appropriate form or the acceptance of which would, in the opinion of the Company's counsel, be unlawful and to waive any of the conditions of the Exchange Offer or any defect or irregularity in the exchange of the Tendered Shares, and the Company's interpretation of the terms and conditions of the Exchange Offer will be final in all casesTWX).
D. Exchange all Tendered Shares in accordance with the terms and conditions of the Exchange Offer, as such are set forth in the Offering Circular--Prospectus and the Letter of Transmittal.
E. Make appropriate arrangements with The Depository Trust Company and any other "qualified" registered securities depository to allow for the book- entry movement of the Tendered Shares between depository participants and the Exchange Agent.
F. An exchanging stockholder may withdraw its tender as set forth in the Offering Circular--Prospectus and the Letter of Transmittal, in which event, you shall as promptly as possible after notification of such withdrawal, return such Tendered Shares in accordance with the terms and conditions of the Exchange Offer. The Company may ask to review any Tender Share certificates, Letters of Transmittal, notices of withdrawal or other documents relating to the Exchange Offer. All questions as to the form and validity of notices of withdrawal, including timeliness of receipt, shall be determined by the Company in its sole and absolute discretion, whose determination shall be final and binding in all cases.
G. On each business day up to and including the expiration date of the Exchange Offer (including any extensions thereof), you shall advise by facsimile transmission, not later than 5:00 p.m. Eastern Time, the Company and such other persons (including, without limitation, the Dealer Manager in the Exchange Offerd) as it may direct, of the number of shares of $1-2/3 Par Value Common Stock which have been duly delivered on such day, stating separately the number of such shares delivered by Notices of Guaranteed Delivery, the number of such shares about which you have questions concerning validity, the number of Tendered Shares withdrawn and the cumulative number of such shares delivered by facsimile transmission. You shall also inform the aforementioned persons, and such other persons as any of them may designate, upon request of such other information as any of them may request, including, without limitation, the names and addresses of registered holders of exchanged shares of $1-2/3 Par Value Common Stock.
H. Retain or return to stockholders Eligible Holders (as applicable) those Tendered Shares and accompanying exchange documents evidencing some deficiency (in execution and make reasonable attempts to inform such holders of $1-2/3 Par Value Common Stock Eligible Holder of the need to correct such deficiency. The Depository shall maintain complete and accurate records in readily searchable paper, microfiche or computerized form of such deficiencies and returns, in compliance with applicable record retention laws, rules or regulations. Table of Contents
(e) and return to stockholders their Tendered Shares which are rejected by the Company due to proration of the Exchange Offer.
I. Accept exchanges signed by persons acting in a fiduciary or representative capacity only if such capacity is shown on the Letter of Transmittal and proper evidence of their authority so to act has been submitted in accordance with to the terms and conditions of the Exchange OfferDepository.
J. (f) Accept exchanges from persons alleging loss, theft or destruction of their certificates if Box A on for Eligible Shares upon receipt of an appropriate affidavit of loss and a corporate bond of indemnity, each in such form and substance as approved by the Letter Depository and which shall include indemnification of Transmittal is properly completed TWX and the appropriate payment for the corporate bond is providedDepository.
K. (g) Accept exchanges for Class H Common Stock of Eligible Shares held in book-entry form or, if so requested by TWX, instruct BNYMellon to be issued issue Offered Shares other than in the name that appears on the certificates representing for Eligible Shares submitted for exchange, where (i) such certificates for Eligible Shares are duly endorsed or other evidence accompanied by appropriately signed stock powers, (ii) the signature thereon is guaranteed by a participant in a signature guarantee program approved by the Securities Transfer Association and (iii) any necessary stock transfer taxes are paid and proof of ownership) Tendered Shares, such payment is submitted or funds therefor are provided to the extent Depository, or it is established by the stockholder to the satisfaction of the Depository that no such exchanges comply with taxes are due and payable.
(h) Effect the terms exchange of Eligible Shares held in book-entry form and conditions instruct BNYMellon to issue Offered Shares in the form of a Direct Registration System statement of ownership in a form reviewed in advance by TWX (as provided by BNYMellon).
(i) Upon expiration of the Exchange Offer as set forth in the Offering Circular-- Prospectus and the Letter of Transmittal.
L. In accordance with the Exchange Agent's final report, which the Exchange Agent shall deliver to the Company no later than Eastern Time on the day which is four NYSE trading days following the expiration (including any extension thereof) of the Exchange Offer, shall provide to the Company the final number of shares of $1-2/3 Par Value Common Stock to be accepted and the final number of shares of Class H Common Stock to be distributed in the Exchange Offer based on the exchange ratio and proration set forth in the Offering Circular--Prospectus.
M. Issue or otherwise record, as Stock Transfer Agent and Registrar for Company Common Stock, upon assuming surrender of certificates representing (or other evidence of ownership ofTWX certificate(s) Tendered Shares and properly executed Letters of Transmittal, such number in accordance with the terms of shares of Class H Common as is indicated by the exchange ratio (taking into account Offer to Exchange and subject to proration) as set forth , instruct BNYMellon to issue Offered Shares registered in the Offering Circular--Prospectusname of the Persons who deliver such Letters of Transmittal and deliver a Direct Registration System statement of ownership to each such Person, registered in such names as are appropriate pursuant to properly executed Letters of Transmittal, for every Tendered Share share represented by such Certificate(sshare certificate(s); provided that no fractional shares of Class H Common Stock Offered Shares shall be issued.
N. Cancel, as Exchange Agent, all Tendered Shares accepted for exchange.
O. Promptly deliver, . If requested by a stockholder in accordance with his or her written instructions to the Letter of Transmittal, evidence arrange for the issuance of Class H Common Stock issued single certificates for all of the Offered Shares to which such stockholder is entitled or statement of holding reflecting offered Shares in the Direct Registration System.
(j) Cancel all certificates for Eligible Shares accepted for exchange and retain such canceled certificates pending further instructions from TWX. The Depository shall maintain complete and accurate records of such canceled shares in readily searchable paper, microfiche or computerized form, in compliance with applicable record retention laws, rules or regulations.
(k) Instruct BNYMellon to promptly issue Direct Registration System statements of ownership, or, if requested by a stockholder, the issuance and delivery of stock certificates, of Offered Shares as provided in paragraph H (i) above.
P. Pay such cash without earnings or interest (the "Cash Payments") to holders of Tendered Shares accepted for exchange instead of the issuance of fractional shares of Class H Common Stock as is provided for in the Exchange Offer.
Q. Prepare and file with the appropriate governmental agency and stockholder Form 1099B in connection with the Exchange Offer.
R. Comply with Internal Revenue Service regulations with respect to due diligence in obtaining a certified Tax Identification Number for each tendering stockholder.
S. Cooperate in all respects with the Information Agent for the Exchange Offer, the Dealer Manager for the Exchange Offer, the financial advisors for the Company, the Company's counsel and any other agents of the Company in carrying out its duties.
T. Follow and act upon all instructions in connection with your duties as Exchange Agent in connection with the Exchange Offer which may be given to you by the Company or any other person it may authorize in writing.
Appears in 1 contract
Samples: Deposit and Distribution Agreement (Time Warner Inc.)
Notification and Processing. The Exchange Conversion Agent is hereby authorized and directed, and hereby agrees, agrees to:
A. Provide file containing The Conversion Agent is hereby authorized and directed, and hereby agrees to accept each Unit in book entry and certificate form surrendered for conversion into one share of Common Stock and one Warrant.
B. Mail, first class mail, postage prepaid, as soon as practicable, following the name and address receipt of written instructions from the Company, to each holder of record of $1-2/3 Par Value Common Stock. The file Units certificates the following material: (a) a copy of the Conversion Notice, including the Guidelines for holders in certain foreign jurisdictionsCertification of Taxpayer Identification Number on Substitute Form W-9, which the Company will designate for the Exchange Agent shall be segregated from the file for all other holders. The Exchange Agent shall deliver such filesif applicable, upon the Company's demand, to such person or entity as the Company shall designate.
B. Accept and respond to all telephone requests for information relating to the exchange of shares pursuant Units, (b) an envelope addressed to the Exchange OfferConversion Agent for use by such holder in exchanging his or her Units for Common Stock and Warrants, and (c) a copy of the letter from the Company to holders of Units in the form provided by the Company.
C. Receive and examine all certificates representing shares of $1-2/3 Par Value Common Stock (the "Tendered Shares") tendered Units submitted for exchange conversion and accompanying Letters of Transmittal Conversion Notice for proper execution in accordance with the terms thereof. Such examination shall include determination that such certificates representing Tendered Shares Units are in proper form for transfer on the share registry books of the Company, Transfer Agent and verification that no stop order has been issued against the Tendered Shares Units represented by the surrendered certificates by reason of mutilation, loss, theft, destruction or other invalidity and that invalidity. If more than one person is the certificates representing (or other evidence record holder of ownership of) Tendered Shares otherwise comply with any such Units, the Instructions to the Letter of TransmittalConversion Notice must be signed by each record holder. In the event that any Letter of Transmittal has been improperly completed or executed, or the certificates representing (or other evidence of ownership of) the Tendered Shares are not in proper form for transfer Certificates held by “Affiliates” (as required by the Instructions to the Letter of Transmittal)defined in paragraph M, or if some other irregularity in connection with the exchange of such Tendered Shares exists, the Exchange Agent shall notify the stockholder of the deficiency in order to enable the stockholder to correct such irregularity. Determination of all questions as to the validity, form, eligibility (including timeliness of receiptbelow) and acceptance of the Tendered Shares exchanged or tendered shall should be determined by the Exchange Agent on behalf of the Company in the first instance, but final decisions on all such matters shall be made by the Company in its sole and absolute discretion. The Company reserves in the Exchange Offer the absolute right to reject any or all exchanges of any particular Tendered Shares not in the appropriate form or the acceptance of which would, in the opinion of the Company's counsel, be unlawful and to waive any of the conditions of the Exchange Offer or any defect or irregularity in the exchange of the Tendered Shares, and the Company's interpretation of the terms and conditions of the Exchange Offer will be final in all cases.
D. Exchange all Tendered Shares treated in accordance with the terms and conditions of the Exchange Offer, as such are set forth in the Offering Circular--Prospectus and the Letter of Transmittal.said paragraph M.
E. Make appropriate arrangements with The Depository Trust Company and any other "qualified" registered securities depository to allow for the book- entry movement of the Tendered Shares between depository participants and the Exchange Agent.
F. An exchanging stockholder may withdraw its tender as set forth in the Offering Circular--Prospectus and the Letter of Transmittal, in which event, you shall as promptly as possible after notification of such withdrawal, return such Tendered Shares in accordance with the terms and conditions of the Exchange Offer. The Company may ask to review any Tender Share certificates, Letters of Transmittal, notices of withdrawal or other documents relating to the Exchange Offer. All questions as to the form and validity of notices of withdrawal, including timeliness of receipt, shall be determined by the Company in its sole and absolute discretion, whose determination shall be final and binding in all cases.
G. On each business day up to and including the expiration date of the Exchange Offer (including any extensions thereof), you shall advise by facsimile transmission, not later than 5:00 p.m. Eastern Time, the Company and such other persons (including, without limitation, the Dealer Manager in the Exchange Offer) as it may direct, of the number of shares of $1-2/3 Par Value Common Stock which have been duly delivered on such day, stating separately the number of such shares delivered by Notices of Guaranteed Delivery, the number of such shares about which you have questions concerning validity, the number of Tendered Shares withdrawn and the cumulative number of such shares delivered by facsimile transmission. You shall also inform the aforementioned persons, and such other persons as any of them may designate, upon request of such other information as any of them may request, including, without limitation, the names and addresses of registered holders of exchanged shares of $1-2/3 Par Value Common Stock.
H. D. Retain or return to stockholders holders (as applicable) those Tendered Shares and accompanying exchange conversion documents evidencing some deficiency (in execution and make reasonable attempts to inform such the former Unit holders of $1-2/3 Par Value Common Stock of the need to correct such deficiency) and return to stockholders their Tendered Shares which are rejected by the Company due to proration of the Exchange Offer.
I. E. Accept exchanges conversions signed by persons acting in a fiduciary or representative capacity only if such capacity is shown on the Letter of Transmittal Conversion Notice and proper evidence of their authority so to act has been submitted in accordance with the terms and conditions of the Exchange Offersubmitted.
J. F. Accept exchanges conversions from persons alleging loss, theft or destruction of their certificates if Box A on upon receipt of an appropriate affidavit of loss, applicable processing fee and a corporate bond of indemnity which shall include indemnification of the Letter of Transmittal is properly completed Company and the appropriate payment Conversion Agent for the corporate bond is providedUnits evidenced by such certificate or certificates by a surety all in such form and substance as have been approved by the Conversion Agent.
K. G. Accept exchanges conversions for Class H the Common Stock and Warrants to be issued other than in the name that appears on the certificates representing Units submitted for conversion, where (i) such Units are duly endorsed or other evidence accompanied by appropriately signed stock powers, (ii) the signature thereon is guaranteed by a participant in a signature guarantee program approved by the Securities Transfer Association, and (iii) any necessary stock transfer taxes are paid and proof of ownership) Tendered Shares, such payment is submitted or funds therefore are provided to the extent Conversion Agent, or it is established by the holder that no such exchanges comply with the terms taxes are due and conditions of the Exchange Offer as set forth in the Offering Circular-- Prospectus and the Letter of Transmittalpayable.
L. In accordance with the Exchange Agent's final report, which the Exchange Agent shall deliver to the Company no later than Eastern Time on the day which is four NYSE trading days following the expiration (including any extension thereof) of the Exchange Offer, shall provide to the Company the final number of shares of $1-2/3 Par Value Common Stock to be accepted and the final number of shares of Class H Common Stock to be distributed in the Exchange Offer based on the exchange ratio and proration set forth in the Offering Circular--Prospectus.
M. Issue or otherwise recordH. Issue, as Stock Transfer Agent and Registrar for Company the Company’s Common StockStock and Warrants, upon surrender of certificates representing (or other evidence of ownership of) Tendered Shares Units and properly executed Letters Conversion Notice, one share of Transmittal, such number of shares of Class H Common as is indicated by the exchange ratio (taking into account proration) as set forth in the Offering Circular--ProspectusStock and one Warrant, registered in such names as are appropriate pursuant to properly executed Letters of TransmittalConversion Notice, for every Tendered Share Units represented by such Certificate(s); provided that no fractional shares of Class H Common Stock or Warrants shall be issued. Arrange for the issuance of single certificates for all the shares of Common Stock and Warrants to which each holder is entitled (“Company Certificates”) or Statement of Holding reflecting new shares of the Company’s Common Stock and Warrants in the Direct Registration System, unless such holder has attached written instructions to the contrary to his or her Conversion Notice.
N. I. As Transfer Agent and Registrar, record and countersign the Company Certificates in such names and in such amounts as the Conversion Agent may request in writing and deliver such certificates to or upon the written order of the Conversion Agent.
J. Cancel, as Exchange Conversion Agent, all Tendered Shares Units accepted for exchangeconversion and retain such Units pending further instructions from Company.
O. K. Promptly deliver, in accordance with the Letter of Transmittalinstructions in the Conversion Notice, evidence of Class H Common Stock the Company Certificates issued as provided in paragraph H above.
P. Pay L. If appropriate, deliver the Company Certificates or Statements of Holding by first class mail under the provisions of the Conversion Agent’s first class mail bond protecting the Conversion Agent from loss or liability arising out of the non-receipt or non-delivery of such cash without earnings Company Certificates or interest Statements of Holding or arising out of the replacement thereof, for any deliveries where market value does not exceed the amount of the Conversion Agent’s first class mail bond. Any mail delivery exceeding such amount shall be delivered by registered mail or overnight mail and shall be insured separately for the replacement value of its contents at the time of mailing.
M. When Units registered in the name of any “Affiliate” (listed on Exhibit B hereto which shall be provided to the "Cash Payments"Conversion Agent prior to the conversion are surrendered):
(1) to holders of Tendered Shares accepted Arrange for exchange instead of the issuance of fractional shares Company Certificates in the name of Class H any other person only with the proper approval of the Company.
(2) Issue in exchange therefor, as Transfer Agent and Registrar for the Company Common Stock as is provided for and Warrants, Company Certificates with a legend in the Exchange Offerform set forth on Exhibit C hereto applied to each of such certificates.
N. Create a special account for the issuance of Common Stock and Warrants to Unit holders who have not yet surrendered Units. When any such Units are surrendered, convert them for Company Certificates. The Company shall provide an opinion of counsel prior to the conversion date to set up a reserve of Common Stock and Warrants. The opinion shall state that all Common Stock and Warrants are:
(1) registered under the Securities Act of 1933, as amended, and all appropriate State securities law filings have been made with respect to the shares; and
(2) validly issued, fully paid and non-assessable.
O. At the request of the Company, return to the Company any and all necessary records, information and material concerning and representing unconverted Units.
P. Maintain on a continuing basis a list of holders who have not yet converted their Units.
Q. Prepare Accept and file with respond to all telephone requests for information relative to the appropriate governmental agency and stockholder Form 1099B conversion of Units in connection with the Exchange Offerconversion.
R. Comply with Internal Revenue Service regulations with respect to due diligence in obtaining a certified Tax Identification Number for each tendering stockholder.
S. Cooperate in all respects with the Information Agent for the Exchange Offer, the Dealer Manager for the Exchange Offer, the financial advisors for the Company, the Company's counsel and any other agents of the Company in carrying out its duties.
T. Follow and act upon all instructions in connection with your duties as Exchange Agent in connection with the Exchange Offer which may be given to you by the Company or any other person it may authorize in writing.
Appears in 1 contract
Samples: Conversion Agent Agreement (Converted Organics Inc.)
Notification and Processing. The Exchange Agent is hereby authorized and directeddirected by the Company, and hereby agrees, agrees to:
A. Provide file containing a. Promptly after the name Effective Time, but in no event later than two calendar days after the Effective Time, to mail by first class mail, postage prepaid to each Warrant holder a copy of the Letter of Transmittal and address related attachments for effecting the surrender of such Warrant holder’s Certificate(s) or Book-Entry Warrant(s) in exchange for the Series B Warrants to which it is entitled in respect of each Series A Warrant represented by such Certificate(s) or Book-Entry Warrant(s);
b. Receive and examine all Surrender Documentation submitted for exchange for proper completion and execution in accordance with the terms hereof and the terms of the Letter of Transmittal; if more than one person is the record holder of any Certificate, the applicable Surrender Documentation must be signed by each record of $1-2/3 Par Value Common Stock. The file for holders in certain foreign jurisdictionsholder;
c. Respond to telephone, which the Company will designate for the Exchange Agent shall be segregated from the file for all other holders. The Exchange Agent shall deliver such filesemail, upon the Company's demand, to such person facsimile or entity as the Company shall designate.
B. Accept and respond to all telephone mail requests for information relating to the exchange of shares pursuant to the Exchange Offer.
C. Receive and examine all certificates representing shares of $1-2/3 Par Value Common Stock (the "Tendered Shares") tendered for exchange and accompanying Letters of Transmittal for proper execution in accordance with the terms thereof. Such examination shall include determination that such certificates representing Tendered Shares are in proper form for transfer on the share registry books of the Company, verification that no stop order has been issued against the Tendered Shares by reason of mutilation, loss, theft, destruction or other invalidity and that the certificates representing (or other evidence of ownership of) Tendered Shares otherwise comply with the Instructions to the Letter of Transmittal. In the event that any Letter of Transmittal has been improperly completed or executed, or the certificates representing (or other evidence of ownership of) the Tendered Shares are not in proper form for transfer (as required by the Instructions to the Letter of Transmittal), or if some other irregularity Series A Warrants in connection with the exchange of such Tendered Shares exists, the Exchange Agent shall notify the stockholder of the deficiency in order to enable the stockholder to correct such irregularity. Determination of all questions as to the validity, form, eligibility (including timeliness of receipt) and acceptance of the Tendered Shares exchanged or tendered shall be determined by the Exchange Agent on behalf of the Company in the first instance, but final decisions on all such matters shall be made by the Company in its sole and absolute discretion. The Company reserves in the Exchange Offer the absolute right to reject any or all exchanges of any particular Tendered Shares not in the appropriate form or the acceptance of which would, in the opinion of the Company's counsel, be unlawful and to waive any of the conditions of the Exchange Offer or any defect or irregularity in the exchange of the Tendered Shares, and the Company's interpretation of the terms and conditions of the Exchange Offer will be final in all cases.
D. Exchange all Tendered Shares in accordance with the terms and conditions of the Exchange Offer, as such are set forth in the Offering Circular--Prospectus and the Letter of Transmittal.;
E. Make appropriate arrangements with The Depository Trust Company and any other "qualified" registered securities depository to allow for the book- entry movement of the Tendered Shares between depository participants and the Exchange Agent.
F. An exchanging stockholder may withdraw its tender as set forth in the Offering Circular--Prospectus and the Letter of Transmittal, in which event, you shall as promptly as possible after notification of such withdrawal, return such Tendered Shares in accordance with the terms and conditions of the Exchange Offer. The Company may ask to review any Tender Share certificates, Letters of Transmittal, notices of withdrawal or other documents relating to the Exchange Offer. All questions as to the form and validity of notices of withdrawal, including timeliness of receipt, shall be determined by the Company in its sole and absolute discretion, whose determination shall be final and binding in all cases.
G. On each business day up to and including the expiration date of the Exchange Offer (including any extensions thereof), you shall advise by facsimile transmission, not later than 5:00 p.m. Eastern Time, the Company and such other persons (including, without limitation, the Dealer Manager in the Exchange Offer) as it may direct, of the number of shares of $1-2/3 Par Value Common Stock which have been duly delivered on such day, stating separately the number of such shares delivered by Notices of Guaranteed Delivery, the number of such shares about which you have questions concerning validity, the number of Tendered Shares withdrawn and the cumulative number of such shares delivered by facsimile transmission. You shall also inform the aforementioned persons, and such other persons as any of them may designate, upon request of such other information as any of them may request, including, without limitation, the names and addresses of registered holders of exchanged shares of $1-2/3 Par Value Common Stock.
H. d. Retain or return to stockholders (as applicable) provisionally those Tendered Shares and accompanying exchange documents evidencing some deficiency (in execution or other irregularity and make reasonable attempts to inform the applicable Warrant holder of any such holders deficiency and take such reasonable measure as appropriate to assist such Warrant holder in the curing of $1-2/3 Par Value Common Stock of the need to correct such any deficiency) and return to stockholders their Tendered Shares which are rejected by the Company due to proration of the Exchange Offer.;
I. e. Accept exchanges signed by persons acting in a fiduciary or representative capacity only if such capacity is shown show on the applicable Letter of Transmittal and proper evidence of their authority to so to act has been submitted in accordance with the terms and conditions of the Exchange Offer.submitted;
J. f. Accept exchanges from persons alleging loss, theft or destruction of their certificates if Box A on the Letter of Transmittal is properly completed and the appropriate payment for the corporate bond is provided.
K. Accept exchanges for Class H Common Stock to be issued Certificates other than in the name that appears on the certificates representing Certificates submitted for exchange where (i) such Certificates are duly endorsed or accompanied by appropriately signed stock powers, (ii) the signature thereon is guaranteed by a participant in a recognized signature guarantee medallion program, (iii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefor are provided, or it is established that no such taxes are due and payable, and (iv) such Certificates are properly endorsed or otherwise in the proper form for transfer;
g. Accept exchanges from person alleging loss, theft or destruction of their Certificate(s) upon receipt of a properly completed, duly executed and notarized lost Certificate affidavit in form acceptable to the Company and Agent;
h. Cancel, as exchange agent, all Certificates or Book-Entry Warrants, accompanied by all other properly completed and duly executed Surrender Documentation, accepted for exchange pursuant to the terms hereof, and retain such canceled Certificates and evidence of ownership) Tendered Shares, cancelled Book-Entry Warrants pending further instructions from the Company;
i. Not advise any person tendering Series A Warrants pursuant to the extent such exchanges comply with the terms and conditions of the Exchange Offer as set forth to the wisdom of making such tender or as to the market value or decline or appreciation in market value of any Series A Warrants or the Offering Circular-- Prospectus common stock and not solicit any Warrant holder or beneficial owner for the Letter purpose of Transmittal.causing such Warrant holder or beneficial owner to tender such Warrant holder’s or beneficial owner’s Series A Warrants;
L. In accordance with j. Prepare and file all appropriate tax information forms as required by applicable law covering any distributions made by the Exchange Agent's final reportAgent to any Warrant holder during each calendar year, or any portion thereof, during which the Exchange Agent shall deliver to the Company no later than Eastern Time on the day which is four NYSE trading days following the expiration (including any extension thereof) of the Exchange Offer, shall provide to the Company the final number of shares of $1-2/3 Par Value Common Stock to be accepted performs services hereunder;
k. Deduct and the final number of shares of Class H Common Stock to be distributed in the Exchange Offer based on the exchange ratio and proration set forth in the Offering Circular--Prospectus.
M. Issue or otherwise record, as Stock Transfer Agent and Registrar for Company Common Stock, upon surrender of certificates representing (or other evidence of ownership of) Tendered Shares and properly executed Letters of Transmittal, such number of shares of Class H Common as is indicated by the exchange ratio (taking into account proration) as set forth in the Offering Circular--Prospectus, registered in such names as are appropriate pursuant to properly executed Letters of Transmittal, for every Tendered Share represented by such Certificate(s); provided that no fractional shares of Class H Common Stock shall be issued.
N. Cancel, as Exchange Agent, all Tendered Shares accepted for exchange.
O. Promptly deliverwithhold, in accordance with the Letter Internal Revenue Code of Transmittal1986, evidence as amended, U.S. Treasury Regulations, or any applicable provisions of Class H Common Stock issued as provided in paragraph H above.
P. Pay such cash without earnings state, local or interest (the "Cash Payments") to holders of Tendered Shares accepted for exchange instead of the issuance of fractional shares of Class H Common Stock as is provided for in the Exchange Offer.
Q. Prepare and file with foreign tax law, the appropriate governmental agency backup withholding tax from any payment to be made to any Warrant holder hereunder who has not provided the Agent with a properly completed and stockholder executed Form 1099B in connection with W-9 or Form W-8 (and all required attachments), as applicable, indicating that any such backup withholding is not required;
l. Maintain on a continuous basis a list of Warrant holders who have not exchanged their Series A Warrants hereunder, and provide the Exchange Offer.Company a weekly report of exchanges made during the prior week; and
R. Comply with Internal Revenue Service regulations with respect to due diligence in obtaining a certified Tax Identification Number for each tendering stockholder.
S. Cooperate in all respects with m. At the Information Agent for the Exchange Offer, the Dealer Manager for the Exchange Offer, the financial advisors for request of the Company, the Company's counsel and any other agents of deliver to the Company in carrying out its dutiesany and all records, information and material relating to the exchange of Series A Warrants.
T. Follow and act upon all instructions in connection with your duties as Exchange Agent in connection with the Exchange Offer which may be given to you by the Company or any other person it may authorize in writing.
Appears in 1 contract
Notification and Processing. The Exchange Agent is hereby authorized and directeddirected by the Company, and hereby agrees, agrees to:
A. Provide file containing a. Promptly after the name Effective Time, but in no event later than two calendar days after the Effective Time, to mail by first class mail, postage prepaid to each Unitholder a copy of the Letter of Transmittal and address related attachments for effecting the surrender of such Unitholder’s Certificate(s) or Book-Entry Unit(s) in exchange for the New Unit Securities to which it is entitled in respect of each Existing Unit represented by such Certificate(s) or Book-Entry Unit(s);
b. Receive and examine all Surrender Documentation submitted for exchange for proper completion and execution in accordance with the terms hereof and the terms of the Letter of Transmittal; if more than one person is the record holder of any Certificate, the applicable Surrender Documentation must be signed by each record of $1-2/3 Par Value Common Stock. The file for holders in certain foreign jurisdictionsholder;
c. Respond to telephone, which the Company will designate for the Exchange Agent shall be segregated from the file for all other holders. The Exchange Agent shall deliver such filesemail, upon the Company's demand, to such person facsimile or entity as the Company shall designate.
B. Accept and respond to all telephone mail requests for information relating to the exchange of shares pursuant to the Exchange Offer.
C. Receive and examine all certificates representing shares of $1-2/3 Par Value Common Stock (the "Tendered Shares") tendered for exchange and accompanying Letters of Transmittal for proper execution in accordance with the terms thereof. Such examination shall include determination that such certificates representing Tendered Shares are in proper form for transfer on the share registry books of the Company, verification that no stop order has been issued against the Tendered Shares by reason of mutilation, loss, theft, destruction or other invalidity and that the certificates representing (or other evidence of ownership of) Tendered Shares otherwise comply with the Instructions to the Letter of Transmittal. In the event that any Letter of Transmittal has been improperly completed or executed, or the certificates representing (or other evidence of ownership of) the Tendered Shares are not in proper form for transfer (as required by the Instructions to the Letter of Transmittal), or if some other irregularity Existing Units in connection with the exchange of such Tendered Shares exists, the Exchange Agent shall notify the stockholder of the deficiency in order to enable the stockholder to correct such irregularity. Determination of all questions as to the validity, form, eligibility (including timeliness of receipt) and acceptance of the Tendered Shares exchanged or tendered shall be determined by the Exchange Agent on behalf of the Company in the first instance, but final decisions on all such matters shall be made by the Company in its sole and absolute discretion. The Company reserves in the Exchange Offer the absolute right to reject any or all exchanges of any particular Tendered Shares not in the appropriate form or the acceptance of which would, in the opinion of the Company's counsel, be unlawful and to waive any of the conditions of the Exchange Offer or any defect or irregularity in the exchange of the Tendered Shares, and the Company's interpretation of the terms and conditions of the Exchange Offer will be final in all cases.
D. Exchange all Tendered Shares in accordance with the terms and conditions of the Exchange Offer, as such are set forth in the Offering Circular--Prospectus and the Letter of Transmittal.;
E. Make appropriate arrangements with The Depository Trust Company and any other "qualified" registered securities depository to allow for the book- entry movement of the Tendered Shares between depository participants and the Exchange Agent.
F. An exchanging stockholder may withdraw its tender as set forth in the Offering Circular--Prospectus and the Letter of Transmittal, in which event, you shall as promptly as possible after notification of such withdrawal, return such Tendered Shares in accordance with the terms and conditions of the Exchange Offer. The Company may ask to review any Tender Share certificates, Letters of Transmittal, notices of withdrawal or other documents relating to the Exchange Offer. All questions as to the form and validity of notices of withdrawal, including timeliness of receipt, shall be determined by the Company in its sole and absolute discretion, whose determination shall be final and binding in all cases.
G. On each business day up to and including the expiration date of the Exchange Offer (including any extensions thereof), you shall advise by facsimile transmission, not later than 5:00 p.m. Eastern Time, the Company and such other persons (including, without limitation, the Dealer Manager in the Exchange Offer) as it may direct, of the number of shares of $1-2/3 Par Value Common Stock which have been duly delivered on such day, stating separately the number of such shares delivered by Notices of Guaranteed Delivery, the number of such shares about which you have questions concerning validity, the number of Tendered Shares withdrawn and the cumulative number of such shares delivered by facsimile transmission. You shall also inform the aforementioned persons, and such other persons as any of them may designate, upon request of such other information as any of them may request, including, without limitation, the names and addresses of registered holders of exchanged shares of $1-2/3 Par Value Common Stock.
H. d. Retain or return to stockholders (as applicable) provisionally those Tendered Shares and accompanying exchange documents evidencing some deficiency (in execution or other irregularity and make reasonable attempts to inform the applicable Unitholder of any such holders deficiency and take such reasonable measure as appropriate to assist such Unitholder in the curing of $1-2/3 Par Value Common Stock of the need to correct such any deficiency) and return to stockholders their Tendered Shares which are rejected by the Company due to proration of the Exchange Offer.;
I. e. Accept exchanges signed by persons acting in a fiduciary or representative capacity only if such capacity is shown show on the applicable Letter of Transmittal and proper evidence of their authority to so to act has been submitted in accordance with the terms and conditions of the Exchange Offer.submitted;
J. f. Accept exchanges from persons alleging loss, theft or destruction of their certificates if Box A on the Letter of Transmittal is properly completed and the appropriate payment for the corporate bond is provided.
K. Accept exchanges for Class H Common Stock to be issued Certificates other than in the name that appears on the certificates representing Certificates submitted for exchange where (i) such Certificates are duly endorsed or accompanied by appropriately signed stock powers, (ii) the signature thereon is guaranteed by a participant in a recognized signature guarantee medallion program, (iii) any necessary stock transfer taxes are paid and proof of such payment is submitted or funds therefor are provided, or it is established that no such taxes are due and payable, and (iv) such Certificates are properly endorsed or otherwise in the proper form for transfer;
g. Accept exchanges from person alleging loss, theft or destruction of their Certificate(s) upon receipt of a properly completed, duly executed and notarized lost Certificate affidavit in form acceptable to the Company and Agent;
h. Cancel, as exchange agent, all Certificates or Book-Entry Units, accompanied by all other properly completed and duly executed Surrender Documentation, accepted for exchange pursuant to the terms hereof, and retain such canceled Certificates and evidence of ownership) Tendered Shares, cancelled Book-Entry Units pending further instructions from the Company;
i. Not advise any person tendering Existing Units pursuant to the extent such exchanges comply with the terms and conditions of the Exchange Offer as set forth to the wisdom of making such tender or as to the market value or decline or appreciation in market value of any Existing Units or the Offering Circular-- Prospectus common stock and not solicit any Unitholder or beneficial owner for the Letter purpose of Transmittal.causing such Unitholder or beneficial owner to tender such Unitholder’s or beneficial owner’s Existing Units;
L. In accordance with j. Prepare and file all appropriate tax information forms as required by applicable law covering any distributions made by the Exchange Agent's final reportAgent to any Unitholder during each calendar year, or any portion thereof, during which the Exchange Agent shall deliver to the Company no later than Eastern Time on the day which is four NYSE trading days following the expiration (including any extension thereof) of the Exchange Offer, shall provide to the Company the final number of shares of $1-2/3 Par Value Common Stock to be accepted performs services hereunder;
k. Deduct and the final number of shares of Class H Common Stock to be distributed in the Exchange Offer based on the exchange ratio and proration set forth in the Offering Circular--Prospectus.
M. Issue or otherwise record, as Stock Transfer Agent and Registrar for Company Common Stock, upon surrender of certificates representing (or other evidence of ownership of) Tendered Shares and properly executed Letters of Transmittal, such number of shares of Class H Common as is indicated by the exchange ratio (taking into account proration) as set forth in the Offering Circular--Prospectus, registered in such names as are appropriate pursuant to properly executed Letters of Transmittal, for every Tendered Share represented by such Certificate(s); provided that no fractional shares of Class H Common Stock shall be issued.
N. Cancel, as Exchange Agent, all Tendered Shares accepted for exchange.
O. Promptly deliverwithhold, in accordance with the Letter Internal Revenue Code of Transmittal1986, evidence as amended, U.S. Treasury Regulations, or any applicable provisions of Class H Common Stock issued as provided in paragraph H above.
P. Pay such cash without earnings state, local or interest (the "Cash Payments") to holders of Tendered Shares accepted for exchange instead of the issuance of fractional shares of Class H Common Stock as is provided for in the Exchange Offer.
Q. Prepare and file with foreign tax law, the appropriate governmental agency backup withholding tax from any payment to be made to any Unitholder hereunder who has not provided the Agent with a properly completed and stockholder executed Form 1099B in connection with W-9 or Form W-8 (and all required attachments), as applicable, indicating that any such backup withholding is not required;
l. Maintain on a continuous basis a list of Unitholders who have not exchanged their Existing Units hereunder, and provide the Exchange Offer.Company a weekly report of exchanges made during the prior week; and
R. Comply with Internal Revenue Service regulations with respect to due diligence in obtaining a certified Tax Identification Number for each tendering stockholder.
S. Cooperate in all respects with m. At the Information Agent for the Exchange Offer, the Dealer Manager for the Exchange Offer, the financial advisors for request of the Company, the Company's counsel and any other agents of deliver to the Company in carrying out its dutiesany and all records, information and material relating to the exchange of Existing Units.
T. Follow and act upon all instructions in connection with your duties as Exchange Agent in connection with the Exchange Offer which may be given to you by the Company or any other person it may authorize in writing.
Appears in 1 contract
Notification and Processing. The Exchange Agent is hereby authorized and directeddirected to, and hereby agreesagrees to perform certain functions, toincluding but not limited to the following:
A. Provide file containing the name and address of Date stamp each holder of record of $1-2/3 Par Value Common Stock. The file for holders in certain foreign jurisdictions, which the Company will designate for the Exchange Agent shall be segregated from the file for all other holders. The Exchange Agent shall deliver such files, upon the Company's demand, document relating to such person or entity as the Company shall designate.its duties hereunder when received;
B. Accept and respond to all telephone requests for information relating to the exchange of shares pursuant to the Exchange Offer.
C. Receive and examine all certificates representing shares documents submitted to it in connection with the exercise of $1-2/3 Par Value Common Stock (rights under the "Tendered Shares") tendered for exchange and accompanying Letters of Transmittal Rights Offering for proper execution in accordance with the terms thereof. Such examination shall include determination that If Common Stock applicable to a subscription is held by more than one record holder, the applicable Offering Documents must be signed by each such certificates representing Tendered Shares are holder; if a holder or joint holders (registrants) hold more than one position in proper form for transfer the Corporation, as indicated by different accounts on the share registry books of the Companyrelevant record holder list, verification then separate, properly completed and executed subscriptions must be submitted for each such position held by that no stop order has been issued against the Tendered Shares by reason of mutilation, loss, theft, destruction or other invalidity and that the certificates representing those joint holders (or other evidence of ownership of) Tendered Shares otherwise comply with the Instructions to the Letter of Transmittal. In the event that any Letter of Transmittal has been improperly completed or executed, or the certificates representing (or other evidence of ownership of) the Tendered Shares are not in proper form for transfer (as required by the Instructions to the Letter of Transmittalregistrants), or if some other irregularity in connection with the exchange of such Tendered Shares exists, the Exchange Agent shall notify the stockholder of the deficiency in order to enable the stockholder to correct such irregularity. Determination of all questions as to the validity, form, eligibility (including timeliness of receipt) and acceptance of the Tendered Shares exchanged or tendered shall be determined by the Exchange Agent on behalf of the Company in the first instance, but final decisions on all such matters shall be made by the Company in its sole and absolute discretion. The Company reserves in the Exchange Offer the absolute right to reject any or all exchanges of any particular Tendered Shares not in the appropriate form or the acceptance of which would, in the opinion of the Company's counsel, be unlawful and to waive any of the conditions of the Exchange Offer or any defect or irregularity in the exchange of the Tendered Shares, and the Company's interpretation of the terms and conditions of the Exchange Offer will be final in all cases.
D. Exchange all Tendered Shares in accordance with the terms and conditions of the Exchange Offer, as such are set forth in the Offering Circular--Prospectus and the Letter of Transmittal.
E. Make appropriate arrangements with The Depository Trust Company and any other "qualified" registered securities depository to allow for the book- entry movement of the Tendered Shares between depository participants and the Exchange Agent.
F. An exchanging stockholder may withdraw its tender as set forth in the Offering Circular--Prospectus and the Letter of Transmittal, in which event, you shall as promptly as possible after notification of such withdrawal, return such Tendered Shares in accordance with the terms and conditions of the Exchange Offer. The Company may ask to review any Tender Share certificates, Letters of Transmittal, notices of withdrawal or other documents relating to the Exchange Offer. All questions as to the form and validity of notices of withdrawal, including timeliness of receipt, shall be determined by the Company in its sole and absolute discretion, whose determination shall be final and binding in all cases.
G. On each business day up to and including the expiration date of the Exchange Offer (including any extensions thereof), you shall advise by facsimile transmission, not later than 5:00 p.m. Eastern Time, the Company and such other persons (including, without limitation, the Dealer Manager in the Exchange Offer) as it may direct, of the number of shares of $1-2/3 Par Value Common Stock which have been duly delivered on such day, stating separately the number of such shares delivered by Notices of Guaranteed Delivery, the number of such shares about which you have questions concerning validity, the number of Tendered Shares withdrawn and the cumulative number of such shares delivered by facsimile transmission. You shall also inform the aforementioned persons, and such other persons as any of them may designate, upon request of such other information as any of them may request, including, without limitation, the names and addresses of registered holders of exchanged shares of $1-2/3 Par Value Common Stock.
H. C. Retain or return to stockholders any holders (as applicable) those Tendered Shares and accompanying exchange documents Offering Documents evidencing some deficiency (in execution and make reasonable attempts to inform such holders of $1-2/3 Par Value Common Stock of the need to correct any such deficiency; In any instance where the Agent cannot reconcile such deficiencies, the Agent shall consult with the Corporation for instructions as to whether the Agent may accept such exercise of Subscription Rights. In the absence of such instructions by Corporation in writing or email within twenty-four (24) hours after Agent first requests such instructions, Agent is authorized not to accept such exercise of Subscription Rights and return to stockholders their Tendered Shares which are rejected by shall notify the Company due to proration of the Exchange Offer.exercising stockholder that its exercise is deficient;
I. D. Accept exchanges Subscription Certificates and other documents signed by persons acting in a fiduciary or representative capacity only if such capacity is properly shown on the Letter of Transmittal subscriptions and proper evidence of their authority so to act has been submitted in accordance with the terms and conditions of the Exchange Offer.submitted;
J. Accept exchanges from persons alleging loss, theft or destruction of their certificates if Box A on the Letter of Transmittal is properly completed and the appropriate payment X. Xxxxxx subscriptions for the corporate bond is provided.
K. Accept exchanges for Class H Common Stock to be issued other than in the name that appears on the certificates representing Corporation record stockholder list submitted for such subscription, where (i) the signature thereon is guaranteed by a financial institution which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or other evidence The Stock Exchanges Medallion Program (“SEMP”), (ii) any necessary stock transfer taxes are paid and proof of ownership) Tendered Shares, such payment is submitted or funds therefore are provided to the extent Agent, or it is established by the holder that no such exchanges comply with taxes are due and payable and (iii) the terms “Special Issuance Instructions” on the Subscription Certificate have been properly completed;
F. Retain all subscriptions accepted and conditions retain such documents pending further instructions from the Corporation;
G. Return at the Corporation’s request any and all necessary records, information and material concerning and representing unsubscribed Common Stock under the Rights Offering; and
H. Maintain on a continuing basis a list of the Exchange Offer as set forth in the Offering Circular-- Prospectus and the Letter holders of Transmittal.
L. In accordance with the Exchange Agent's final report, which the Exchange Agent shall deliver Common Stock that have not yet subscribed pursuant to the Company no later than Eastern Time on the day which is four NYSE trading days following the expiration (including any extension thereof) of the Exchange Offer, shall provide to the Company the final number of shares of $1-2/3 Par Value Common Stock to be accepted and the final number of shares of Class H Common Stock to be distributed in the Exchange Offer based on the exchange ratio and proration set forth in the Offering Circular--ProspectusRights Offering.
M. Issue or otherwise record, as Stock Transfer Agent and Registrar for Company Common Stock, upon surrender of certificates representing (or other evidence of ownership of) Tendered Shares and properly executed Letters of Transmittal, such number of shares of Class H Common as is indicated by the exchange ratio (taking into account proration) as set forth in the Offering Circular--Prospectus, registered in such names as are appropriate pursuant to properly executed Letters of Transmittal, for every Tendered Share represented by such Certificate(s); provided that no fractional shares of Class H Common Stock shall be issued.
N. Cancel, as Exchange Agent, all Tendered Shares accepted for exchange.
O. Promptly deliver, in accordance with the Letter of Transmittal, evidence of Class H Common Stock issued as provided in paragraph H above.
P. Pay such cash without earnings or interest (the "Cash Payments") to holders of Tendered Shares accepted for exchange instead of the issuance of fractional shares of Class H Common Stock as is provided for in the Exchange Offer.
Q. Prepare and file with the appropriate governmental agency and stockholder Form 1099B in connection with the Exchange Offer.
R. Comply with Internal Revenue Service regulations with respect to due diligence in obtaining a certified Tax Identification Number for each tendering stockholder.
S. Cooperate in all respects with the Information Agent for the Exchange Offer, the Dealer Manager for the Exchange Offer, the financial advisors for the Company, the Company's counsel and any other agents of the Company in carrying out its duties.
T. Follow and act upon all instructions in connection with your duties as Exchange Agent in connection with the Exchange Offer which may be given to you by the Company or any other person it may authorize in writing.
Appears in 1 contract
Samples: Subscription Agent Agreement (High Income Securities Fund)
