Performance Under Purchase Contracts. The Company covenants and agrees for the benefit of the Holders from time to time of the Units that it will duly and punctually perform its obligations under the Purchase Contracts in accordance with the terms of the Purchase Contracts and this Agreement.
Performance Under Purchase Contracts. 65 Section 10.2. Maintenance of Office or Agency................................................................ 66 Section 10.3. Company to Reserve Common Stock................................................................ 66 Section 10.4. Covenants as to Common Stock................................................................... 66 Section 10.5. Statements of Officers of the Company as to Default............................................ 67 Section 10.6. ERISA.......................................................................................... 67
Performance Under Purchase Contracts. The Company covenants and agrees for the benefit of the Holders from time to time of the Equity Units and Stripped Equity Units that it will duly and punctually perform its obligations under the Forward Purchase Contracts in accordance with the terms of the Forward Purchase Contracts and this Agreement. In the case of Early Settlement pursuant to Section 5.7, if the United States federal securities laws so require, the Company will use commercially reasonable efforts to (i) have in effect a registration statement covering the shares of Common Stock to be delivered in respect of the Forward Purchase Contracts being settled and (ii) provide a prospectus in connection therewith, in each case that may be used in connection with such Early Settlement.
Performance Under Purchase Contracts. 74 SECTION 10.2 Maintenance of Office or Agency............................. 74 SECTION 10.3 Company to Reserve Common Stock............................. 74 SECTION 10.4 Covenants as to Common Stock................................ 75 SECTION 10.5 Statements of Officer of the Company as to Default.......... 75 EXHIBITS EXHIBIT A Form of Normal Units Certificate EXHIBIT B Form of Stripped Units Certificate EXHIBIT C Instruction from Purchase Contract Agent to Collateral Agent EXHIBIT D Instruction to Purchase Contract Agent EXHIBIT E Notice to Settle By Separate Cash PURCHASE CONTRACT AGREEMENT, dated as of October 31, 2001, between Motorola, Inc., a Delaware corporation (the "Company"), and First Union Trust Company, National Association, a national banking association, acting as purchase contract agent for the Holders of Units from time to time (the "Agent").
Performance Under Purchase Contracts. Section 10.2. Maintenance of Office or Agency . . . . . .
Performance Under Purchase Contracts. The Corporation covenants and agrees for the benefit of the Holders of the Capital Units that it will duly and punctually perform its obligations under the Purchase Contracts in accordance with the terms of the Purchase Contracts and this Agreement. Section 902. Maintenance of Office or Agency. MS plc and the Corporation will maintain in the Borough of Manhattan, The City of New York, an office or agency where Capital Unit Certificates may be presented or surrendered for payment or acquisition of Depositary Shares, where Capital Unit Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon MS plc and the Corporation in respect of the Capital Units and this Agreement may be served; provided, however, that with respect to Book-Entry Capital Units, MS plc or the Corporation will maintain in the place of payment of the Global Debenture constituting a part of such Book-Entry Capital Units an office or agency where such Global Debenture may be presented or surrendered for payment, in accordance with the provisions of the Indenture. MS plc and the Corporation hereby initially appoint the Agent its office or agency in the Borough of Manhattan, The City of New York for each of said purposes. MS plc and the Corporation will give prompt written notice to the Agent of the location, and any change in the location, of such office or agency. If at any time MS plc or the Corporation shall fail to maintain any such required office or agency or shall fail to furnish the Agent with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Agent, and MS plc and the Corporation hereby appoint the Agent as its agent to receive all such presentations, surrenders, notices and demands. MS plc and the Corporation may also from time to time designate one or more other offices or agencies where Debentures, Purchase Contracts and Capital Unit Certificates may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve MS plc or the Corporation of their respective obligations to maintain an office or agency in the Borough of Manhattan, The City of New York, for such purposes. MS plc and the Corporation will give prompt written notice to the Agent of any such designation or rescission and of any change in the locati...
Performance Under Purchase Contracts. 62 Section 9.02. Maintenance of Office or Agency................................62 Section 9.03. Money for Payments to Be Held in Trust.........................63 Section 9.04. Statements of Officers of the Corporation as to Default........64 Section 9.05. Negative Pledge................................................64 Section 9.06. Luxembourg Publications........................................65
Performance Under Purchase Contracts. 60 SECTION 10.2 MAINTENANCE OF OFFICE OR AGENCY ...................................... 60 SECTION 10.3 COMPANY TO RESERVE COMMON STOCK ...................................... 61 SECTION 10.4 COVENANTS AS TO COMMON STOCK ......................................... 61
Performance Under Purchase Contracts. Each of the Company and the Note Issuer covenants and agrees for the benefit of the Holders from time to time of the Units and Purchase Contracts, as the case may be, that it will duly and punctually perform its obligations under the Units and Purchase Contracts, as they case may be, in accordance with the terms of the Units and Purchase Contracts and this Agreement.
Performance Under Purchase Contracts. 62 SECTION 10.2. MAINTENANCE OF OFFICE OR AGENCY....................................................................63 SECTION 10.3. COMPANY TO RESERVE COMMON STOCK....................................................................63 SECTION 10.4. COVENANTS AS TO COMMON STOCK.......................................................................63 SECTION 10.5. STATEMENTS OF OFFICERS OF THE COMPANY AS TO DEFAULT................................................63 SECTION 10.6. ERISA..............................................................................................64 EXHIBIT A FACE OF PEPS UNITS CERTIFICATE..............................................................A - 1 EXHIBIT B FACE OF TREASURY PEPS CERTIFICATE...........................................................B - 1 EXHIBIT C INSTRUCTION TO PURCHASE CONTRACT AGENT......................................................C - 1 EXHIBIT D NOTICE FROM PURCHASE CONTRACT AGENT TO HOLDERS..............................................D - 1 EXHIBIT E NOTICE TO SETTLE BY CASH....................................................................E - 1 EXHIBIT F NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT AND INDENTURE TRUSTEE...............F - 1 PURCHASE CONTRACT AGREEMENT, dated as of ______________, 2000, between VALERO ENERGY CORPORATION, a Delaware corporation (the "COMPANY"), and _________________________, a [national banking association], acting as purchase contract agent for the Holders of Securities from time to time (the "PURCHASE CONTRACT AGENT").
