Common use of Portfolio Acquisition Clause in Contracts

Portfolio Acquisition. In furtherance of the provisions of Section 2.1, the Settlor further specifically authorizes and directs the Trustees: (a) to enter into the Contracts with the respective Shareholders and, subject to satisfaction of the conditions set forth in each such Contract, to pay the Firm Initial Forward Amount and the Additional Initial Forward Amount, if any, to the applicable Shareholder thereunder with the proceeds of the sale of the Trust Securities, net of the Initial Purchasers’ discount and net of the purchase price paid for the stripped Treasury Securities as provided in paragraph (b) below; and, subject to the adjustments and exceptions set forth in each Contract (including, if applicable, the occurrence of an Acceleration upon Event of Default, Special Acceleration or Optional Acceleration), each Contract shall entitle the Trust to receive from the applicable Shareholder on the Exchange Date the Shares and/or other Exchange Property subject thereto for distribution to the Holders in the Exchange; provided that, notwithstanding anything to the contrary in any Contract or herein, if the number of Shares (or other Exchange Securities) deliverable to the Trust on any date would cause the Trust or any group (within the meaning of Section 13 under the Exchange Act) of which the Trust is part to have beneficial ownership in excess of 9.9% of the then outstanding Shares (or 9.9% of the then outstanding voting securities of the applicable issuer), the Trust shall notify the applicable Shareholders of the amount of such excess and each such Shareholder will instead deliver the product of (A) the Applicable Percentage and (B) the lesser of (i) such excess portion and (ii) a number of Shares (or any other Exchange Securities) representing the product of the Applicable Percentage and 9.9% or more of the then-outstanding Shares (or the product of the Applicable Percentage and 9.9% or more of the then-outstanding voting securities of the applicable issuer), on successive Business Days after such notice, in each case, until such Shareholder has satisfied all of its delivery requirements under the applicable Contract); provided that by the close of business on each Business Day, the Trust shall deliver all Shares (or other Exchange Securities) it received from Shareholders on such Business Day to the Holders; and (b) to purchase for settlement (i) at the First Time of Delivery (or as soon as practicable thereafter), with the net proceeds of the sale of the Trust Securities issued by the Trust at such First Time of Delivery, stripped Treasury Securities that, through scheduled payments in accordance with their terms will provide, not later than one Business Day before each Distribution Date, cash in an amount as close as practicable to (but in no event less than) the product of $1.2969 (or, in the case of the first Distribution Date, $1.0951) and the Firm Trust Security Base Amount (after taking into account any prior payments under such Treasury Securities and prior to any distribution made by the Trust), from such brokers or dealers as the Trustees shall designate to the Administrator, and (ii) at any Subsequent Time of Delivery (or as soon as practicable thereafter), if any, with the proceeds of the sale of the Trust Securities issued by the Trust at such Subsequent Time of Delivery, stripped Treasury Securities that, through the scheduled payments in accordance with their terms, will provide, not later than one Business Day before each Distribution Date, cash in an amount as close as practicable to (but in no event less than) the product of $1.2969 (or, in the case of the first Distribution Date, $1.0951) and the Additional Trust Security Base Amount (after taking into account any prior payments under such Treasury Securities and any prior distributions made by the Trust), and in each case otherwise having such terms as may be determined by the Settlor, from such brokers or dealers as the Trustees shall designate to the Administrator. Following each such purchase, the terms of such Treasury Securities shall be set forth on a schedule in the form attached hereto as Schedule I, which shall be attached to and form a part of this Agreement. Up to 30% of the Trust’s total assets (as measured at the pricing date of the Trust Securities offered by the Offering Circular) may be invested in stripped Treasury Securities.

Portfolio Acquisition. In furtherance of the provisions of Section 2.1, the Settlor Sponsor further specifically authorizes and directs the Trustees: (a) to enter into the Contracts Contract with Seller on the respective Shareholders Commencement Date for settlement on the date or dates provided thereunder and, subject to satisfaction of the conditions set forth in each such the Contract, to pay the Firm Initial Forward Amount Purchase Price and the Additional Initial Forward AmountPurchase Price, if any, to the applicable Shareholder thereunder with the proceeds of the sale of the Trust Securities, net of the Initial Purchasers’ discount fees and expenses of the Trust incurred in connection with the public offering of the Securities and the costs and expenses incurred in connection with the organization of the Trust as described in the first sentence of Section 3.2 and net of the purchase price paid for the stripped Treasury Securities as provided in paragraph (b) below; and, subject to the adjustments and exceptions set forth in each Contract (including, if applicablethe Contract, the occurrence of an Acceleration upon Event of Default, Special Acceleration or Optional Acceleration), each Contract shall entitle the Trust to receive from the applicable Shareholder Seller on the Exchange Date the Shares and/or other Exchange Property subject thereto for distribution to (or, if Seller elects the Holders Cash Settlement Alternative, the amount in cash specified in the Exchange; provided that, notwithstanding anything to the contrary in any Contract or herein, if the number of Shares (or other Exchange SecuritiesContract) deliverable to so that the Trust on any date would cause the Trust or any group (within the meaning of Section 13 under may execute the Exchange Act) of which the Trust is part to have beneficial ownership in excess of 9.9% of the then outstanding Shares (or 9.9% of the then outstanding voting securities of the applicable issuer), the Trust shall notify the applicable Shareholders of the amount of such excess and each such Shareholder will instead deliver the product of (A) the Applicable Percentage and (B) the lesser of (i) such excess portion and (ii) a number of Shares (or any other Exchange Securities) representing the product of the Applicable Percentage and 9.9% or more of the then-outstanding Shares (or the product of the Applicable Percentage and 9.9% or more of the then-outstanding voting securities of the applicable issuer), on successive Business Days after such notice, in each case, until such Shareholder has satisfied all of its delivery requirements under the applicable Contract); provided that by the close of business on each Business Day, the Trust shall deliver all Shares (or other Exchange Securities) it received from Shareholders on such Business Day to with the Holders; and (b) to purchase for settlement (i) at the First Time of Delivery (or as soon as practicable thereafter)Delivery, with the net proceeds of the sale of the Trust Securities issued by the Trust at such First Time of Delivery, stripped Treasury U.S. Government Securities having the terms set forth on Schedule I(a), from such brokers or dealers as the Trustees shall designate in writing to the Administrator, and (ii) at the Second Time of Delivery, if any, with the proceeds of the sale of the Securities issued by the Trust at such Second Time of Delivery, U.S. Government Securities that, through the scheduled payments payment of principal and interest in accordance with their terms terms, will provide, not later than one Business Day before each Distribution Date, Date cash in an amount as close as practicable to (but in no event less than) the product of $1.2969 (or, in the case of the first Distribution Date, $1.0951) [-] and the Firm Trust Security Additional Share Base Amount (after taking into account any prior payments under such Treasury U.S. Government Securities and any prior to any distribution distributions made by the Trust), and otherwise having such terms as may be determined by the Sponsor (which terms shall be set forth on a new Schedule I(b), which shall be attached to and form a part of this Agreement from and after such Second Time of Delivery), from such brokers or dealers as the Trustees shall designate in writing to the Administrator, and (ii) at any Subsequent Time of Delivery (or as soon as practicable thereafter), if any, with the proceeds of the sale of the Trust Securities issued by the Trust at such Subsequent Time of Delivery, stripped Treasury Securities that, through the scheduled payments in accordance with their terms, will provide, not later than one Business Day before each Distribution Date, cash in an amount as close as practicable to (but in no event less than) the product of $1.2969 (or, in the case of the first Distribution Date, $1.0951) and the Additional Trust Security Base Amount (after taking into account any prior payments under such Treasury Securities and any prior distributions made by the Trust), and in each case otherwise having such terms as may be determined by the Settlor, from such brokers or dealers as the Trustees shall designate to the Administrator. Following each such purchase, the terms of such Treasury Securities shall be set forth on a schedule in the form attached hereto as Schedule I, which shall be attached to and form a part of this Agreement. Up to 30% of the Trust’s total assets (as measured at the pricing date of the Trust Securities offered by the Offering Circular) may be invested in stripped Treasury Securities.

Portfolio Acquisition. In furtherance of the provisions of Section 2.1, the Settlor Sponsor further specifically authorizes and directs the Trustees: (a) to enter into the Contracts with the respective Shareholders Sellers on or prior to the First Time of Delivery for settlement on the date or dates provided thereunder and, subject to satisfaction of the conditions set forth in each such Contractthe Contracts, to pay the Firm Initial Forward Amount First Purchase Price and the Additional Initial Forward AmountPurchase Price, if any, to the applicable Shareholder Sellers thereunder with the proceeds of the sale of the Trust Securities, net of the Initial Purchasers’ discount and fees and expenses of the Trust incurred in connection with the offering of the Securities and the costs and expenses incurred in connection with the organization of the Trust as described in the first sentence of Section 3.2 and net of the purchase price paid for the stripped Treasury Securities as provided in paragraph (b) below; and, subject to the adjustments and exceptions set forth in each Contract (including, if applicablethe Contracts, the occurrence of an Acceleration upon Event of Default, Special Acceleration or Optional Acceleration), each Contract Contracts shall entitle the Trust to receive from the applicable Shareholder Sellers on the Exchange Date the Shares and/or other Exchange Property subject thereto for distribution (or, to the Holders extent one or more Sellers elects the Cash Settlement Alternative, the amount in the Exchange; provided that, notwithstanding anything to the contrary cash specified in any Contract or herein, if the number of Shares (or other Exchange Securitiessuch Contract(s)) deliverable to so that the Trust on any date would cause the Trust or any group (within the meaning of Section 13 under may execute the Exchange Act) of which the Trust is part to have beneficial ownership in excess of 9.9% of the then outstanding Shares (or 9.9% of the then outstanding voting securities of the applicable issuer), the Trust shall notify the applicable Shareholders of the amount of such excess and each such Shareholder will instead deliver the product of (A) the Applicable Percentage and (B) the lesser of (i) such excess portion and (ii) a number of Shares (or any other Exchange Securities) representing the product of the Applicable Percentage and 9.9% or more of the then-outstanding Shares (or the product of the Applicable Percentage and 9.9% or more of the then-outstanding voting securities of the applicable issuer), on successive Business Days after such notice, in each case, until such Shareholder has satisfied all of its delivery requirements under the applicable Contract); provided that by the close of business on each Business Day, the Trust shall deliver all Shares (or other Exchange Securities) it received from Shareholders on such Business Day to with the Holders; and (b) to purchase for settlement (i) at the First Time of Delivery (or as soon as practicable thereafter)Delivery, with the net proceeds of the sale of the Trust Securities issued by the Trust at such First Time of Delivery, stripped Treasury Securities that, through the scheduled payments payment of principal and interest in accordance with their terms will provide, not later than one Business Day before each Distribution Date, cash in an amount as close as practicable to (but in no event less than) the product of $1.2969 0.1650 (or, in the case of the first Distribution Date, $1.09510.1833) and the Firm Trust Security Share Base Amount (after taking into account any prior payments under such Treasury Securities and any prior to any distribution distributions made by the Trust), from such brokers or dealers as the Trustees shall designate to the Administrator, and (ii) at any Subsequent the Second Time of Delivery (or as soon as practicable thereafter)Delivery, if any, with the proceeds of the sale of the Trust Securities issued by the Trust at such Subsequent Second Time of Delivery, stripped Treasury Securities that, through the scheduled payments payment of principal and interest in accordance with their terms, will provide, not later than one Business Day before each Distribution Date, Date cash in an amount as close as practicable to (but in no event less than) the product of $1.2969 0.1650 (or, in the case of the first Distribution Date, $1.09510.1833) and the Additional Trust Security Share Base Amount (after taking into account any prior payments under such Treasury Securities and any prior distributions made by the Trust), and in each case otherwise having such terms as may be determined by the SettlorSponsor, and from such brokers or dealers as the Trustees shall designate to the Administrator. Following each such purchase, the terms of such Treasury Securities shall be set forth on a schedule in the form attached hereto as Schedule I, which shall be attached to and form a part of this Agreement. Up to 30% of the Trust’s total assets (as measured at the pricing date of the Trust Securities offered by the Offering Circular) may be invested in stripped Treasury Securities.

Portfolio Acquisition. In furtherance of the provisions of --------------------- Section 2.12.4 hereof, the Settlor Sponsor further specifically authorizes and directs the Trustees, acting on behalf of the Trust: (a) to enter into the Contracts Contract with respect to the shares of Xxxxxx Common Stock subject thereto with the respective Shareholders Contracting Stockholders on the Commencement Date for settlement on the date or dates provided thereunder and, subject to satisfaction of the conditions set forth in each such the Contract, to pay to each Contracting Stockholder the Firm Initial Forward Consideration Amount and the Additional Initial Forward Amount, if any, to the applicable Shareholder thereunder any Option Consideration Amount thereunder. Such payments shall be made with the proceeds of the sale of the Trust SecuritiesSTRYPES, net of (1) the Initial Purchasers’ discount and net of underwriting discount, (2) the purchase price paid for the stripped U.S. Treasury Securities as provided in paragraph (b) below, and (3) an amount in cash equal to the difference between the aggregate amount of all Quarterly Distributions to be made on the STRYPES and the aggregate proceeds to be received from the U.S. Treasury Securities upon maturity; and, subject to the adjustments and exceptions set forth in each Contract (including, if applicablethe Contract, the occurrence of an Acceleration upon Event of Default, Special Acceleration or Optional Acceleration), each Contract shall entitle the Trust to receive from the applicable Shareholder each Contracting Stockholder on the Exchange Settlement Date the Shares and/or other Exchange Property shares of Xxxxxx Common Stock subject thereto for distribution to the Holders in the Exchange; provided that, notwithstanding anything to the contrary in any Contract or herein(or, if such Contracting Stockholder elects to exercise the number Cash Settlement Option under the Contract, in whole or in part, an amount of Shares (cash or other Exchange Securitiescombination of cash and Xxxxxx Common Stock with an equal value) deliverable to so that the Trust on any date would cause the Trust or any group (within the meaning of Section 13 under may execute the Exchange Act) of which the Trust is part to have beneficial ownership in excess of 9.9% of the then outstanding Shares (or 9.9% of the then outstanding voting securities of the applicable issuer), the Trust shall notify the applicable Shareholders of the amount of such excess and each such Shareholder will instead deliver the product of (A) the Applicable Percentage and (B) the lesser of (i) such excess portion and (ii) a number of Shares (or any other Exchange Securities) representing the product of the Applicable Percentage and 9.9% or more of the then-outstanding Shares (or the product of the Applicable Percentage and 9.9% or more of the then-outstanding voting securities of the applicable issuer), on successive Business Days after such notice, in each case, until such Shareholder has satisfied all of its delivery requirements under the applicable Contract); provided that by the close of business on each Business Day, the Trust shall deliver all Shares (or other Exchange Securities) it received from Shareholders on such Business Day to with the Holders; and (b) to purchase for settlement (i) at on the First Time Firm Payment Date, and on any Date of Delivery (or Delivery, as soon as practicable thereafter)appropriate, with the net proceeds of the sale the STRYPES, net of the Trust Securities issued by the Trust at such First Time of Deliveryunderwriting discount, stripped U.S. Treasury Securities that, through scheduled payments in accordance with their terms will provide, not later than one Business Day before each Distribution Date, cash in an amount as close as practicable to (but in no event less than) the product of $1.2969 (or, in the case of the first Distribution Date, $1.0951) and the Firm Trust Security Base Amount (after taking into account any prior payments under such Treasury Securities and prior to any distribution made by the Trust), securities from such brokers or dealers as the Trustees shall designate in writing to the Administrator, and (ii) at any Subsequent Time of Delivery (or as soon as practicable thereafter), if any, with the proceeds of the sale of the Trust Securities issued by the Trust at such Subsequent Time of Delivery, stripped Treasury Securities that, through the scheduled payments in accordance with their terms, will provide, not later than one Business Day before each Distribution Date, cash in an amount as close as practicable to (but in no event less than) the product of $1.2969 (or, in the case of the first Distribution Date, $1.0951) and the Additional Trust Security Base Amount (after taking into account any prior payments under such Treasury Securities and any prior distributions made by the Trust), and in each case otherwise Administrator having such terms as may be determined by the Settlor, from such brokers or dealers as the Trustees shall designate to the Administrator. Following each such purchase, the terms of such Treasury Securities shall be set forth on a schedule in the form attached Schedule I hereto as Schedule I, which shall be attached to and form a part of this Agreement. Up to 30% of the Trust’s total assets (as measured at the pricing date of the Trust Securities offered by the Offering Circular) may be invested in stripped "U.S. Treasury Securities").