Number of Corporate Units. This Corporate Units Certificate certifies that is the registered Holder of the number of Corporate Units set forth above. Each Corporate Unit represents (i) either (a) beneficial ownership by the Holder of one Note due , 200 (the “Note”) of Northwest Natural Gas Company, an Oregon corporation (the “Company”), having a principal amount of [$25], subject to the Pledge of such Note by such Holder pursuant to the Pledge Agreement, (b) if the Note has been remarketed by the Remarketing Agent (or if the Holder has elected not to have the Note remarketed by delivering the appropriate Treasury Consideration specified by the Remarketing Agent), the appropriate Treasury Consideration, subject to the Pledge of such Treasury Consideration by such Holder pursuant to the Pledge Agreement, or (c) if a Tax Event Redemption has occurred, the appropriate Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge of such Applicable Ownership Interest in the Treasury Portfolio pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Note or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, forming a part of each Corporate Unit evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Corporate Unit to purchase the Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Corporate Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the Company. The Pledge Agreement provides that all payments in respect of the Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of (A) quarterly cash distributions on Corporate Units which include Pledged Notes, Pledged Treasury Consideration or any Pledged Applicable Ownership Interest in the Treasury Portfolio and (B) any payments in respect of the Notes, Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, that have been released from the Pledge pursuant to the Pledge Agreement, to the Agent to the account designated by the Agent, no later than 10:00 a.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 9:00 a.m., New York City time, on a Business Day, then such payment shall be made no later than 9:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments in respect of any Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to be paid upon settlement of such Holder’s obligations to purchase Common Stock under the Purchase Contract, to the Company on the Stock Purchase Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Corporate Units of which such Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are a part under the Purchase Contracts forming a part of such Corporate Units. Quarterly distributions on Corporate Units which include Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, which are payable quarterly in arrears on , , , and each year, commencing , 200 (a “Payment Date”), shall, subject to receipt thereof by the Agent from the Collateral Agent, be paid to the Person in whose name this Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Each Purchase Contract evidenced hereby, unless an Early Settlement has occurred or a Merger Early Settlement has occurred, obligates the Holder of this Corporate Units Certificate to purchase, and the Company to sell, on , 200 (the “Stock Purchase Date”), at a price equal to [$25] (the “Stated Amount”), a number of newly issued shares of Common Stock, $1.00 par value per share (“Common Stock”), of the Company, equal to the Settlement Rate, unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Corporate Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The Purchase Price (as defined herein) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Notes, Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge Agreement. Payments on the Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in the Treasury Portfolio, as the case may be, will be payable at the office of the Agent in The City of New York, New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Corporate Units Register or by wire transfer to an account specified by the Company. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Corporate Unit evidenced hereby an amount (the “Contract Adjustment Payments”) equal to % per year of the Stated Amount, computed on the basis of a 360-day year of twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if any date on which Contract Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of such Contract Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of such delay, except that if such next succeeding Business Day is in the next succeeding calendar year, then such payment will be made on the immediately preceding Business Day). Such Contract Adjustment Payments shall be payable to the Person in whose name this Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Agent in The City of New York, New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Corporate Units Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Corporate Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Purchase Contract Agreement (Northwest Natural Gas Co)
Number of Corporate Units. ONEOK, INC. Corporate Units This Corporate Units Certificate certifies that [Cede & Co.][_______] is the registered Holder of the number of Corporate Units set forth aboveabove [For inclusion in Global Certificates only - or such other number of Corporate Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]. Each Corporate Unit represents consists of (i) either (a) the beneficial ownership by the Holder of one Note $25.00 principal amount of Senior Notes due February 16, 200 2008 (the “Note”"Senior Notes") of Northwest Natural Gas CompanyONEOK, Inc., an Oregon Oklahoma corporation (the “"Company”"), having a principal amount of [$25], subject to the Pledge of such Senior Note by such Holder pursuant to the Pledge Agreement, (b) if the Note has been remarketed by the Remarketing Agent (or if the Holder has elected not to have the Note remarketed by delivering the appropriate Treasury Consideration specified by the Remarketing Agent), the appropriate Treasury Consideration, subject to the Pledge of such Treasury Consideration by such Holder pursuant to the Pledge Agreement, or (cb) if upon the occurrence of a Tax Special Event Redemption has occurredprior to the Purchase Contract Settlement Date or a Successful Remarketing of the Senior Notes prior to the Final Remarketing Date, the Applicable Ownership Interests, subject to the pledge of the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio subject to the Pledge of by such Applicable Ownership Interest in the Treasury Portfolio Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Note Senior Notes or the appropriate Treasury Consideration or Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, forming a constituting part of each Corporate Unit evidenced hereby has have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Corporate Unit to purchase the Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Corporate Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the CompanyUnit. The Pledge Agreement provides that all payments in of the principal amount with respect to any of the Pledged Notes, Pledged Treasury Consideration Senior Notes (as defined in the Pledge Agreement) or Pledged the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio Portfolio, as the case may be, or interest or distributions on any Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio, as the case may be, constituting part of the Corporate Units received by the Collateral Agent Securities Intermediary shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of (A) quarterly cash interest on Pledged Senior Notes or distributions on Corporate Units which include Pledged Notes, Pledged Treasury Consideration or any Pledged with respect to the appropriate Applicable Ownership Interest Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio Portfolio, as the case may be, and (B) any payments in respect of the Notes, Treasury Consideration principal amount of any Senior Notes or with respect to the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, that have been released from the Pledge pursuant to the Pledge Agreement, to the Purchase Contract Agent to the account designated by the Purchase Contract Agent, no later than 10:00 a.m.2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent Securities Intermediary (provided that in the event such payment is received by the Collateral Agent Securities Intermediary on a day that is not a Business Day or after 9:00 a.m.12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 9:30 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments in with respect to the principal amount of any Pledged Notes, Pledged Treasury Consideration the Senior Notes or Pledged with respect to the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, to be paid upon settlement of such Holder’s obligations to purchase Common Stock under the Purchase Contract, to the Company on the Stock Purchase Contract Settlement Date (as defined described herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Corporate Units of which such Pledged Notes, Pledged Treasury Consideration Senior Notes or Pledged the Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, are a part under the Purchase Contracts forming a part of such Corporate Units. Quarterly Interest on the Senior Notes and distributions on Corporate Units which include Pledged Notes, Pledged Treasury Consideration or Pledged the appropriate Applicable Ownership Interest Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio, as the case may be, forming part of a Corporate Units evidenced hereby, which are payable quarterly in arrears on February 16, May 16, August 16, and November 16 of each year, commencing May 16, 200 2003 (a “"Payment Date”"), shall, subject to receipt thereof by the Purchase Contract Agent from the Collateral AgentSecurities Intermediary, be paid to the Person in whose name this Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Each Purchase Contract evidenced hereby, unless an Early Settlement has occurred or a Merger Early Settlement has occurred, hereby obligates the Holder of this Corporate Units Certificate to purchase, and the Company to sell, on February 16, 200 2006 (the “Stock "Purchase Contract Settlement Date”"), at a price equal to [$25] 25.00 (the “"Stated Amount”"), a number of newly issued shares of Common Stockcommon stock, $1.00 par value $0.01 per share (“"Common Stock”"), of the Company, equal to the Settlement Rate, unless, unless on or prior to the Stock Purchase Date, Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement or Cash Merger Early Settlement with respect to the Corporate Units of which such Purchase Contract is a partContract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price (as defined hereinPrice") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Contract Settlement Date by application of payments payment received in respect of the principal amount with respect to any Pledged Notes, Pledged Treasury Consideration Senior Notes pursuant to the Remarketing or Pledged the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge AgreementHolder of the Corporate Units of which such Purchase Contract is a part. Payments on Each Purchase Contract evidenced hereby obligates the Holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Corporate Units as an acquisition of the Senior Note and Purchase Contract constituting the Corporate Units, (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Senior Notes or and the appropriate Treasury Consideration or Applicable Ownership Interest Interests in the Treasury Portfolio, and (iii) treat each Senior Note as indebtedness of the case may beCompany. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Corporate Unit evidenced hereby, an amount (the "Contract Adjustment Payments") equal to 4.5% per year of the Stated Amount from January 28, 2003 or from the most recent Payment Date to which such Contract Adjustment Payments have been paid or duly provided for. Such Contract Adjustment Payments shall be payable to the Person in whose name this Corporate Units Certificate is registered at the close of business on the Record Date for such Payment Date. Interest on the Senior Notes and distributions on the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) and the Contract Adjustment Payments will be payable at the office of the Agent Company in The City of New York, New York orCity or the Corporate Trust Office of the Purchase Contract Agent. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as such address it appears on the Corporate Units Register Security Register, or by wire transfer to an the account specified designated by the Company. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of such Person by a Corporate Unit evidenced hereby an amount (the “Contract Adjustment Payments”) equal prior written notice to % per year of the Stated Amount, computed on the basis of a 360-day year of twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if any date on which Contract Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of such Contract Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of such delay, except that if such next succeeding Business Day is in the next succeeding calendar year, then such payment will be made on the immediately preceding Business Day). Such Contract Adjustment Payments shall be payable to the Person in whose name this Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Agent in The City of New York, New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Corporate Units RegisterAgent. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Corporate Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
Number of Corporate Units. ONEOK, INC. Corporate Units This Corporate Units Certificate certifies that [Cede & Co.][_______] is the registered Holder of the number of Corporate Units set forth aboveabove [For inclusion in Global Certificates only - or such other number of Corporate Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]. Each Corporate Unit represents consists of (i) either (a) the beneficial ownership by the Holder of one Note $_____ principal amount of Senior Notes due ___________, 200 ____ (the “Note”"Senior Notes") of Northwest Natural Gas CompanyONEOK, Inc., an Oregon Oklahoma corporation (the “"Company”"), having a principal amount of [$25], subject to the Pledge of such Senior Note by such Holder pursuant to the Pledge Agreement, (b) if the Note has been remarketed by the Remarketing Agent (or if the Holder has elected not to have the Note remarketed by delivering the appropriate Treasury Consideration specified by the Remarketing Agent), the appropriate Treasury Consideration, subject to the Pledge of such Treasury Consideration by such Holder pursuant to the Pledge Agreement, or (cb) if upon the occurrence of a Tax Special Event Redemption has occurredprior to the Purchase Contract Settlement Date or a Successful Remarketing of the Senior Notes prior to the Final Remarketing Date, the Applicable Ownership Interests, subject to the pledge of the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio subject to the Pledge of by such Applicable Ownership Interest in the Treasury Portfolio Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Note Senior Notes or the appropriate Treasury Consideration or Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, forming a constituting part of each Corporate Unit evidenced hereby has have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Corporate Unit to purchase the Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Corporate Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the CompanyUnit. The Pledge Agreement provides that all payments in of the principal amount with respect to any of the Pledged Notes, Pledged Treasury Consideration Senior Notes (as defined in the Pledge Agreement) or Pledged the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio Portfolio, as the case may be, or interest or distributions on any Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio, as the case may be, constituting part of the Corporate Units received by the Collateral Agent Securities Intermediary shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of (A) quarterly cash interest on Pledged Senior Notes or distributions on Corporate Units which include Pledged Notes, Pledged Treasury Consideration or any Pledged with respect to the appropriate Applicable Ownership Interest Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio Portfolio, as the case may be, and (B) any payments in respect of the Notes, Treasury Consideration principal amount of any Senior Notes or with respect to the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, that have been released from the Pledge pursuant to the Pledge Agreement, to the Purchase Contract Agent to the account designated by the Purchase Contract Agent, no later than 10:00 a.m.2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent Securities Intermediary (provided that in the event such payment is received by the Collateral Agent Securities Intermediary on a day that is not a Business Day or after 9:00 a.m.12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 9:30 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments in with respect to the principal amount of any Pledged Notes, Pledged Treasury Consideration the Senior Notes or Pledged with respect to the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, to be paid upon settlement of such Holder’s obligations to purchase Common Stock under the Purchase Contract, to the Company on the Stock Purchase Contract Settlement Date (as defined described herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Corporate Units of which such Pledged Notes, Pledged Treasury Consideration Senior Notes or Pledged the Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, are a part under the Purchase Contracts forming a part of such Corporate Units. Quarterly Interest on the Senior Notes and distributions on Corporate Units which include Pledged Notes, Pledged Treasury Consideration or Pledged the appropriate Applicable Ownership Interest Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio, as the case may be, forming part of a Corporate Units evidenced hereby, which are payable quarterly in arrears on ____________, __________, _________, and __________ of each year, commencing __________, 200 ____ (a “"Payment Date”"), shall, subject to receipt thereof by the Purchase Contract Agent from the Collateral AgentSecurities Intermediary, be paid to the Person in whose name this Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Each Purchase Contract evidenced hereby, unless an Early Settlement has occurred or a Merger Early Settlement has occurred, hereby obligates the Holder of this Corporate Units Certificate to purchase, and the Company to sell, on __________, 200 ____ (the “Stock "Purchase Contract Settlement Date”"), at a price equal to [$25] ______ (the “"Stated Amount”"), a number of newly issued shares of Common Stockcommon stock, $1.00 par value $0.01 per share (“"Common Stock”"), of the Company, equal to the Settlement Rate, unless, unless on or prior to the Stock Purchase Date, Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement or Cash Merger Early Settlement with respect to the Corporate Units of which such Purchase Contract is a partContract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The purchase price (the "Purchase Price (as defined hereinPrice") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Contract Settlement Date by application of payments payment received in respect of the principal amount with respect to any Pledged Notes, Pledged Treasury Consideration Senior Notes pursuant to the Remarketing or Pledged the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge AgreementHolder of the Corporate Units of which such Purchase Contract is a part. Payments on Each Purchase Contract evidenced hereby obligates the Holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Corporate Units as an acquisition of the Senior Note and Purchase Contract constituting the Corporate Units, (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Senior Notes or and the appropriate Treasury Consideration or Applicable Ownership Interest Interests in the Treasury Portfolio, and (iii) treat each Senior Note as indebtedness of the case may beCompany. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Corporate Unit evidenced hereby, an amount (the "Contract Adjustment Payments") equal to ___% per year of the Stated Amount from __________, _____ or from the most recent Payment Date to which such Contract Adjustment Payments have been paid or duly provided for. Such Contract Adjustment Payments shall be payable to the Person in whose name this Corporate Units Certificate is registered at the close of business on the Record Date for such Payment Date. Interest on the Senior Notes and distributions on the Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) and the Contract Adjustment Payments will be payable at the office of the Agent Company in The City of New York, New York orCity or the Corporate Trust Office of the Purchase Contract Agent. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as such address it appears on the Corporate Units Register Security Register, or by wire transfer to an the account specified designated by the Company. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of such Person by a Corporate Unit evidenced hereby an amount (the “Contract Adjustment Payments”) equal prior written notice to % per year of the Stated Amount, computed on the basis of a 360-day year of twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if any date on which Contract Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of such Contract Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of such delay, except that if such next succeeding Business Day is in the next succeeding calendar year, then such payment will be made on the immediately preceding Business Day). Such Contract Adjustment Payments shall be payable to the Person in whose name this Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Agent in The City of New York, New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Corporate Units RegisterAgent. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Corporate Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
Number of Corporate Units. Corporate Units This Corporate Units Certificate certifies that is the registered Holder of the number of Corporate Units set forth above. Each Corporate Unit represents (i) either (a) beneficial ownership by the Holder of one Note due , 200 (the “Note”) of Northwest Natural Gas Company, an Oregon corporation (the “Company”), having a $25 principal amount of [$25]% Senior Notes of The Kansas City Southern Railway Company due August 17, 2007 (the "NOTE"), subject to the Pledge of such Note by such Holder pursuant to the Pledge Agreement, Agreement or (b) if upon (1) the Note has been remarketed by the Remarketing Agent (or if the Holder has elected not to have the Note remarketed by delivering the appropriate Treasury Consideration specified by the Remarketing Agent), the appropriate Treasury Consideration, subject to the Pledge occurrence of such Treasury Consideration by such Holder pursuant to the Pledge Agreement, or (c) if a Tax Event Redemption has occurredprior to May 17, 2004, or, in the event of a Failed Initial Remarketing, the Purchase Contract Settlement Date, or (2) a Successful Initial Remarketing, the appropriate Applicable Ownership Interest in of the Treasury Portfolio Portfolio, subject to the Pledge of such Applicable Ownership Interest in of the Treasury Portfolio by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Kansas City Southern Industries, Inc., a Delaware corporation (the Company"COMPANY", which term, as used herein, includes its successors pursuant to the Purchase Contract Agreement). All capitalized terms used herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Note Notes or the appropriate Treasury Consideration or Applicable Ownership Interest in of the Treasury Portfolio, as the case may be, forming a constituting part of each Corporate Unit evidenced hereby has have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part portion of such Corporate Unit to purchase the Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Corporate Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the CompanyUnit. The Pledge Agreement provides that all payments in respect of principal on the Pledged Notes, Pledged Treasury Consideration Notes or Pledged the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, or interest payments on any Pledged Notes (as defined in the Pledge Agreement) or the appropriate Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio Portfolio, as the case may be, constituting part of the Corporate Units received by the Collateral Agent shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of (A) quarterly cash distributions on Corporate Units which include interest payments with respect to Pledged Notes, Pledged Treasury Consideration Notes or any Pledged the appropriate Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio Portfolio, as the case may be, and (B) any payments in respect of principal or the Notes, Treasury Consideration or appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such terms) of the Treasury Portfolio, as the case may be, with respect to any Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, that have been released from the Pledge pursuant to the Pledge Agreement, to the Agent to the account designated by the Agent, no later than 10:00 a.m.2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent (provided that in the event such payment is received by the Collateral Agent on a day that is not a Business Day or after 9:00 a.m.12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 9:30 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments in respect of principal on any Pledged Notes, Pledged Treasury Consideration Notes or Pledged the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury PortfolioPortfolio that has not been released from the Pledge pursuant to the Pledge Agreement, as the case may be, to be paid upon settlement of such Holder’s obligations to purchase Common Stock under the Purchase Contract, to the Company on the Stock Purchase Contract Settlement Date (as defined herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Corporate Units of which such Pledged Notes, Pledged Treasury Consideration Notes or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case may be, are a part under the Purchase Contracts forming a part of such Corporate Units. Quarterly Interest on any Notes or distributions on Corporate Units which include Pledged Notes, Pledged Treasury Consideration or Pledged the appropriate Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio, as the case may be, forming part of a Corporate Unit evidenced hereby which are payable quarterly in arrears on August 17, November 17, February 17 and May 17, and each year, commencing August 17, 200 2001 (a “Payment Date”"PAYMENT DATE"), shall, subject to receipt thereof by the Agent from the Collateral Agent, be paid to the Person in whose name this Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Each Purchase Contract evidenced hereby, unless an Early Settlement has occurred or a Merger Early Settlement has occurred, hereby obligates the Holder of this Corporate Units Certificate to purchase, and the Company to sell, on August 17, 200 2004 (the “Stock Purchase Date”"PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to [$25] 25 (the “Stated Amount”"STATED AMOUNT"), a number of newly issued shares of Common Stock, $1.00 0.01 par value per share (“Common "COMMON Stock”"), of the Company, Company equal to the Settlement Rate, unless, unless on or prior to the Stock Purchase Date, Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement or a Merger Early Settlement with respect to the Corporate Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The Purchase Price purchase price (as defined hereinthe "PURCHASE PRICE") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Contract Settlement Date by application of payments payment received in respect of the Pledged Notes, Pledged Treasury Consideration Notes or Pledged the appropriate Applicable Ownership Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge AgreementHolder of the Corporate Units of which such Purchase Contract is a part. Payments Interest on the Notes or distributions on the appropriate Treasury Consideration or Applicable Ownership Interest (as specified in clause (B) of the definition of such term) of the Treasury Portfolio, as the case may be, will be payable at the office Corporate Trust Office of the Agent in The City of New York, and at the New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Corporate Units Register or by wire transfer to an account specified by the Company. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of a Corporate Unit evidenced hereby an amount (the “Contract Adjustment Payments”) equal to % per year of the Stated Amount, computed on the basis of a 360-day year of twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if any date on which Contract Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of such Contract Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of such delay, except that if such next succeeding Business Day is in the next succeeding calendar year, then such payment will be made on the immediately preceding Business Day). Such Contract Adjustment Payments shall be payable to the Person in whose name this Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Agent in The City of New York, New York Office or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Corporate Units Register. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Agent by manual signature, this Corporate Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
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Samples: Purchase Contract Agreement (Kansas City Southern Industries Inc)
Number of Corporate Units. XXXXXXXXX'X, INC. Corporate Units This Corporate Units Certificate certifies that [Cede & Co.] is the registered Holder of the number of Corporate Units set forth aboveabove [for inclusion in Global Certificates only - or such other number of Corporate Units reflected in the Schedule of Increases or Decreases in the Global Certificate attached hereto]. Each Corporate Unit represents consists of (i) either (a) a 1/40, or 2.5%, beneficial ownership by interest of the Holder of in one Senior Note due , 200 2009 (the “Note”"SENIOR NOTE") of Northwest Natural Gas CompanyXxxxxxxxx'x, an Oregon Inc., a Delaware corporation (the “Company”"COMPANY"), having a principal amount of [$25], subject to the Pledge of such Senior Note by such Holder pursuant to the Pledge Agreement, (b) if the Note has been remarketed by the Remarketing Agent (or if the Holder has elected not to have the Note remarketed by delivering the appropriate Treasury Consideration specified by the Remarketing Agent), the appropriate Treasury Consideration, subject to the Pledge of such Treasury Consideration by such Holder pursuant to the Pledge Agreement, or (cb) if upon the occurrence of a Tax Special Event Redemption has occurredprior to the Purchase Contract Settlement Date or a Successful Remarketing of the Senior Notes prior to the Final Remarketing Date, the Applicable Ownership Interests, subject to the pledge of the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio subject to the Pledge of by such Applicable Ownership Interest in the Treasury Portfolio Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with the Company. All capitalized terms used herein which are defined in the Purchase Contract Agreement (as defined on the reverse hereof) have the meaning set forth therein. Pursuant to the Pledge Agreement, the Note Senior Notes or the appropriate Treasury Consideration or Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, forming a constituting part of each Corporate Unit evidenced hereby has have been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Corporate Unit to purchase the Common Stock of the Company. Prior to the purchase of shares of Common Stock under each Purchase Contract, such Purchase Contracts shall not entitle the Holders of Corporate Units Certificates to any of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote or receive any dividends or other payments or to consent or to receive notice as stockholders in respect of the meetings of stockholders or for the election of directors of the Company or for any other matter, or any other rights whatsoever as stockholders of the CompanyUnit. The Pledge Agreement provides that all payments in of the principal amount with respect to any of the Pledged Notes, Pledged Treasury Consideration Senior Notes (as defined in the Pledge Agreement) or Pledged the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio Portfolio, as the case may be, or interest or distributions on any Pledged Senior Notes or the appropriate Applicable Ownership Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio, as the case may be, constituting part of the Corporate Units received by the Collateral Agent Securities Intermediary shall be paid by the Collateral Agent by wire transfer in same day funds (i) in the case of (A) quarterly cash interest on Pledged Senior Notes or distributions on Corporate Units which include Pledged Notes, Pledged Treasury Consideration or any Pledged with respect to the appropriate Applicable Ownership Interest Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio Portfolio, as the case may be, and (B) any payments in respect of the Notes, Treasury Consideration principal amount of any Senior Notes or with respect to the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, that have been released from the Pledge pursuant to the Pledge Agreement, to the Purchase Contract Agent to the account designated by the Purchase Contract Agent, no later than 10:00 a.m.2:00 p.m., New York City time, on the Business Day such payment is received by the Collateral Agent Securities Intermediary (provided that in the event such payment is received by the Collateral Agent Securities Intermediary on a day that is not a Business Day or after 9:00 a.m.12:30 p.m., New York City time, on a Business Day, then such payment shall be made no later than 9:30 10:30 a.m., New York City time, on the next succeeding Business Day) and (ii) in the case of payments in with respect to the principal amount of any the Pledged Notes, Pledged Treasury Consideration Senior Notes or Pledged with respect to the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, to be paid upon settlement of such Holder’s obligations to purchase Common Stock under the Purchase Contract, to the Company on the Stock Purchase Contract Settlement Date (as defined described herein) in accordance with the terms of the Pledge Agreement, in full satisfaction of the respective obligations of the Holders of the Corporate Units of which such Pledged Notes, Pledged Treasury Consideration Senior Notes or Pledged the Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, are a part under the Purchase Contracts forming a part of such Corporate Units. Quarterly Interest on the Senior Notes and distributions on Corporate Units which include Pledged Notes, Pledged Treasury Consideration or Pledged the appropriate Applicable Ownership Interest Interests (as specified in clause (ii) of the definition of such term) in the Treasury Portfolio, as the case may be, forming part of a Corporate Units evidenced hereby, which are payable quarterly in arrears on February 16, May 16, August 16, and November 16 of each year, commencing , 200 [ ] (a “Payment Date”"PAYMENT DATE"), shall, subject to receipt thereof by the Purchase Contract Agent from the Collateral AgentSecurities Intermediary, be paid to the Person in whose name this Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Each Purchase Contract evidenced hereby, unless an Early Settlement has occurred or a Merger Early Settlement has occurred, hereby obligates the Holder of this Corporate Units Certificate to purchase, and the Company to sell, on May 16, 200 2007 (the “Stock Purchase Date”"PURCHASE CONTRACT SETTLEMENT DATE"), at a price equal to [$25] 25 (the “Stated Amount”"PURCHASE PRICE"), a number of newly issued shares of Common Stockcommon stock, par value $1.00 par value per share (“Common Stock”"COMMON STOCK"), of the Company, equal to the Settlement Rate, unless, unless on or prior to the Stock Purchase Date, Contract Settlement Date there shall have occurred a Termination Event or an Early Settlement or Cash Merger Early Settlement with respect to the Corporate Units of which such Purchase Contract is a partContract, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The Purchase Price purchase price (as defined hereinthe "PURCHASE PRICE") for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Contract Settlement Date by application of payments payment received in respect of the principal amount with respect to any Pledged Notes, Pledged Treasury Consideration Senior Notes pursuant to the Remarketing or Pledged the appropriate Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio, as the case may be, pledged to secure the obligations of the Holder under such Purchase Contract in accordance with the terms of the Pledge AgreementHolder of the Corporate Units of which such Purchase Contract is a part. Payments on Each Purchase Contract evidenced hereby obligates the holder to agree, for United States federal, state and local income and franchise tax purposes, to (i) treat an acquisition of the Corporate Units as an acquisition of the Senior Notes or and Purchase Contracts constituting the appropriate Treasury Consideration or Corporate Units and (ii) treat itself as owner of the applicable interest in the Collateral Account, including the Senior Notes and the Applicable Ownership Interest Interests (as specified in clause (i) of the definition of such term) in the Treasury Portfolio. The Company shall pay, on each Payment Date, in respect of each Purchase Contract forming part of a Corporate Unit evidenced hereby, an amount (the "CONTRACT ADJUSTMENT PAYMENTS") equal to [ ]% per year of the Stated Amount. Such Contract Adjustment Payments shall be payable to the Person in whose name this Corporate Units Certificate is registered at the close of business on the Record Date for such Payment Date. Interest on the Senior Notes and distributions on the Applicable Ownership Interests (as specified in clause (ii) of the case may be, definition of such term) and the Contract Adjustment Payments will be payable at the office of the Purchase Contract Agent in The City of New York, New York orCity. If the book-entry system for the Corporate Units has been terminated, the Contract Adjustment Payments will be payable, at the option of the Company, by check mailed to the address of the Person entitled thereto at such Person's address as such address it appears on the Corporate Units Register Security Register, or by wire transfer to an the account specified designated by the Company. The Company shall pay on each Payment Date in respect of each Purchase Contract forming part of such Person by a Corporate Unit evidenced hereby an amount (the “Contract Adjustment Payments”) equal prior written notice to % per year of the Stated Amount, computed on the basis of a 360-day year of twelve 30-day months, subject to deferral at the option of the Company as provided in the Purchase Contract Agreement and more fully described on the reverse hereof (provided that if any date on which Contract Adjustment Payments are to be made on the Purchase Contracts is not a Business Day, then payment of such Contract Adjustment Payments payable on that date will be made on the next succeeding day which is a Business Day, and no interest or payment will be paid in respect of such delay, except that if such next succeeding Business Day is in the next succeeding calendar year, then such payment will be made on the immediately preceding Business Day). Such Contract Adjustment Payments shall be payable to the Person in whose name this Corporate Units Certificate (or a Predecessor Corporate Units Certificate) is registered at the close of business on the Record Date for such Payment Date. Contract Adjustment Payments will be payable at the office of the Agent in The City of New York, New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Corporate Units RegisterAgent. Reference is hereby made to the further provisions set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Purchase Contract Agent by manual signature, this Corporate Units Certificate shall not be entitled to any benefit under the Pledge Agreement or the Purchase Contract Agreement or be valid or obligatory for any purpose.
Appears in 1 contract
