Recreation of Corporate PIES. A Holder of a Treasury PIES may recreate Corporate PIES at any time until 5:00 p.m. (New York City time) on any such date except during an Active Remarketing Period by: (1) providing notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, of such Holder's intention to create Corporate PIES; (2) for each Treasury PIES such Holder wishes to substitute, transferring $1,000 principal amount of Senior Notes to the Securities Intermediary which shall then (y) deposit such Senior Notes in the Collateral Account under the Pledge Agreement and instruct the Collateral Agent to hold such Senior Notes as Collateral and (z) instruct the Collateral Agent to release to such Holder the Treasury Security formerly subject to the Pledge; (3) transferring the related Treasury PIES to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities relating to such Treasury PIES, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement; and (4) paying to the Collateral Agent any fees or expenses incurred in connection with the recreation of Corporate PIES; provided that, Holders of Treasury PIES may recreate Corporate PIES only in integral multiples of 20 Treasury PIES for 20 Corporate PIES. Under no circumstance may a Holder of Treasury PIES recreate Corporate PIES during an Active Remarketing Period. Upon receipt of the Senior Notes described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to effect the release of such Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and the transfer of such Treasury Securities to the Holder thereof. Upon receipt thereof, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury PIES; and (ii) authenticate, execute on behalf of such Holder and deliver a Corporate PIES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury PIES. Holders who elect to recreate Corporate PIES shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Except as provided in this Section 3.14, for so long as the Purchase Contract relating to a Treasury PIES remains in effect, such Treasury PIES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PIES in respect of the 1/20 of a Treasury Security and the Purchase Contract comprising such Treasury PIES may be acquired, and may be transferred and exchanged, only as a Treasury PIES.
Appears in 2 contracts
Samples: Purchase Contract Agreement (Sierra Pacific Resources /Nv/), Purchase Contract Agreement (Sierra Pacific Resources /Nv/)
Recreation of Corporate PIES. (a) A Holder of a Treasury PIES may recreate Corporate PIES at any time until 5:00 p.m. (New York City time) on any such date except during an Active Remarketing Period by:
(1) providing notice to the Purchase Contract Agent, substantially in the form of Exhibit C heretoof the Purchase Contract Agreement, of such Holder's intention to create Corporate PIES;
(2) for each Treasury PIES such Holder wishes to substitute, transferring a $1,000 principal amount Senior Note for each group of Senior Notes 20 Corporate PIES to be recreated to the Securities Intermediary which shall then (y) deposit such Senior Notes in the Collateral Account under the Pledge this Agreement and instruct the Collateral Agent to hold such Senior Notes as Collateral and (z) instruct the Collateral Agent to release to such Holder the one (1) Treasury Security formerly subject to the Pledge;
(3) transferring the related Treasury PIES to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D heretoof the Purchase Contract Agreement, (i) stating that the Holder has transferred the relevant a $1,000 principal amount of Senior Notes Note for each 20 Treasury PIES to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities relating to underlying such Treasury PIES, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreementhereto; and
(4) paying to the Collateral Agent any fees or expenses incurred in connection with the recreation of Corporate PIES; provided that, Holders of Treasury PIES may recreate Corporate PIES only in integral multiples of 20 Treasury PIES for 20 Corporate PIES. Under no circumstance may a Holder of Treasury PIES recreate Corporate PIES during an Active Remarketing Period. Upon receipt from the Purchase Contract Agent of a notice substantially in the form of Exhibit C hereto, confirmation that Senior Notes or security entitlements thereto have been credited to the Collateral Account as described in clause (1) above such notice and the instruction described receipt of payment for any fees or expenses incurred in clause (2) above, in accordance connection with the terms recreation of the Pledge AgreementCorporate PIES, the Collateral Agent shall cause instruct the Securities Intermediary by a notice, substantially in the form provided in Exhibit D hereto, to effect the release of such Pledged Treasury Securities from the PledgePledge by Transfer to the Holder thereof.
(b) Upon credit to the Collateral Account of Senior Notes or security entitlements thereto and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the applicable Treasury Securities specified in such instruction and shall promptly Transfer the same to such Holder, free and clear of any lien, pledge or security interest created hereby.
(c) Notwithstanding any provision herein to the contrary, the Transfer of the Senior Notes in connection with the recreation of Corporate PIES pursuant to this Section 5.3 shall be evidenced by an endorsement by the Collateral Agent on the Pledged Senior Note held by the Collateral Agent reflecting an increase in the principal amount of such Pledged Senior Note equal in amount to the principal amount of such Senior Note. The Collateral Agent shall confirm any such increased principal amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Senior Note evidencing such increased principal amount to the Trustee and the Company's security interest therein, and the transfer of such Treasury Securities to the Holder thereof. Upon receipt thereofof such confirmation, the Purchase Contract Agent Trustee shall promptly:
instruct the Custodian (ias defined in the Indenture Officers' Certificate) cancel to decrease the related Treasury PIES; and
(ii) authenticate, execute on behalf principal amount of such Holder and deliver a Corporate PIES Certificate executed Senior Notes issued in global form held by the Company Custodian in accordance with Section 3.3 evidencing an amount equal to the same number of Purchase Contracts as were evidenced increased principal amount by an endorsement made by the cancelled Treasury PIES. Holders who elect Custodian on such global Senior Note to recreate Corporate PIES shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any reflect such fees or expenses. Except as provided in this Section 3.14, for so long as the Purchase Contract relating to a Treasury PIES remains in effect, such Treasury PIES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PIES in respect of the 1/20 of a Treasury Security and the Purchase Contract comprising such Treasury PIES may be acquired, and may be transferred and exchanged, only as a Treasury PIESdecrease.
Appears in 2 contracts
Samples: Pledge Agreement (Sierra Pacific Resources /Nv/), Pledge Agreement (Sierra Pacific Resources /Nv/)
Recreation of Corporate PIES. (a) A Holder of a Treasury PIES may recreate Corporate PIES at any time until 5:00 p.m. (New York City time) on any such date except during an Active Remarketing Period the Election Date by:
(1) providing notice to the Purchase Contract Agent, substantially in the form of Exhibit C heretoof the Purchase Contract Agreement, of such Holder's intention to create Corporate PIES;
(2) for each Treasury PIES such Holder wishes to substitute, transferring $1,000 principal amount of 20 Senior Notes to the Securities Intermediary which shall then (y) deposit such Senior Notes in the Collateral Account under the Pledge this Agreement and instruct the Collateral Agent to hold such Senior Notes as Collateral and (z) instruct the Collateral Agent to release to such Holder the one (1) Treasury Security formerly subject to the Pledge;
(3) transferring the related Treasury PIES to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D heretoof the Purchase Contract Agreement, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities relating to underlying such Treasury PIES, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreementhereto; and
(4) paying to the Collateral Agent any fees or expenses incurred in connection with the recreation of Corporate PIES; provided PROVIDED that, Holders of Treasury PIES may recreate Corporate PIES only in integral multiples of 20 Treasury PIES for 20 Corporate PIES. Under no circumstance may a Holder of Treasury PIES recreate Corporate PIES during an Active Remarketing Periodafter 5:00 p.m. (New York City time) on the Election Date. Upon receipt from the Purchase Contract Agent of a notice substantially in the form of Exhibit C hereto, confirmation that Senior Notes or security entitlements thereto have been credited to the Collateral Account as described in clause (1) above such notice and the instruction described receipt of payment for any fees or expenses incurred in clause (2) above, in accordance connection with the terms recreation of the Pledge AgreementCorporate PIES, the Collateral Agent shall cause instruct the Securities Intermediary by a notice, substantially in the form provided in Exhibit D hereto, to effect the release of such Pledged Treasury Securities from the PledgePledge by Transfer to the Holder thereof.
(b) Upon credit to the Collateral Account of Senior Notes or security entitlements thereto and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the applicable Treasury Securities specified in such instruction and shall promptly Transfer the same to such Holder, free and clear of the Company's any lien, pledge or security interest thereincreated hereby.
(c) Notwithstanding any provision herein to the contrary, and the transfer Transfer of the Senior Notes in connection with the recreation of Corporate PIES pursuant to this Section 5.3 shall be evidenced by an endorsement by the Collateral Agent on the Pledged Senior Note held by the Collateral Agent reflecting an increase in the principal amount of such Treasury Securities Pledged Senior Note equal in amount to the Holder thereofprincipal amount of such Senior Note. The Collateral Agent shall confirm any such increased principal amount by telecopying or otherwise delivering a photocopy of such endorsement made on the Pledged Senior Note evidencing such increased principal amount to the Trustee. Upon receipt thereofof such confirmation, the Purchase Contract Agent Trustee shall promptly:
instruct the Custodian (ias defined in the Indenture Officers' Certificate) cancel to decrease the related Treasury PIES; and
(ii) authenticate, execute on behalf principal amount of such Holder and deliver a Corporate PIES Certificate executed Senior Notes issued in global form held by the Company Custodian in accordance with Section 3.3 evidencing an amount equal to the same number of Purchase Contracts as were evidenced increased principal amount by an endorsement made by the cancelled Treasury PIES. Holders who elect Custodian on such global Senior Note to recreate Corporate PIES shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any reflect such fees or expenses. Except as provided in this Section 3.14, for so long as the Purchase Contract relating to a Treasury PIES remains in effect, such Treasury PIES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PIES in respect of the 1/20 of a Treasury Security and the Purchase Contract comprising such Treasury PIES may be acquired, and may be transferred and exchanged, only as a Treasury PIESdecrease.
Appears in 1 contract
Recreation of Corporate PIES. (a) A Holder of a Treasury PIES may recreate Corporate PIES at any time until 5:00 p.m. (New York City time) ), on any such date except during an Active Remarketing Period the Election Date by:
(1) providing notice to the Purchase Contract Agent, substantially in the form of Exhibit C heretoof the Purchase Contract Agreement, of such Holder's intention to create Corporate PIES;
(2) for each Treasury PIES such Holder wishes to substitute, transferring $1,000 principal amount of 20 Senior Notes to the Securities Intermediary which shall then (y) deposit such Senior Notes in the Collateral Account under the Pledge this Agreement and instruct the Collateral Agent to hold such Senior Notes as Collateral and (z) instruct the Collateral Agent to release to such Holder the one (1) Treasury Security , in the case of a Holder of Treasury PIES, with a Value equal to the product of (i) the Stated Amount times (ii) the number of Purchase Contracts as to which such Holder has elected to effect Early Settlement or Merger Early Settlement, as applicable, formerly subject to the Pledge;
(3) transferring the related Treasury PIES to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D heretoof the Purchase Contract Agreement, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities relating to underlying such Treasury PIES, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreementhereto; and
(4) paying to the Collateral Agent any fees or expenses incurred in connection with the recreation of Corporate PIES; provided PROVIDED that, Holders of Treasury PIES may recreate Corporate PIES only in integral multiples of 20 Treasury PIES for 20 Corporate PIES. Under no circumstance may a Holder of Treasury PIES recreate Corporate PIES during an Active Remarketing Periodafter 5:00 p.m. (New York City time) on the Election Date. Upon receipt from the Purchase Contract Agent of a notice substantially in the form of Exhibit C hereto, confirmation that Senior Notes or security entitlements thereto have been credited to the Collateral Account as described in clause (1) above such notice and the instruction described receipt of payment for any fees or expenses incurred in clause (2) above, in accordance connection with the terms recreation of the Pledge AgreementCorporate PIES, the Collateral Agent shall cause instruct the Securities Intermediary by a notice, substantially in the form provided in Exhibit D hereto, to effect the release of such Pledged Treasury Securities from the PledgePledge by Transfer to the Purchase Contract Agent for distribution to such Holder.
(b) Upon credit to the Collateral Account of Senior Notes or security entitlements thereto and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the applicable Treasury Securities specified in such instruction and shall promptly Transfer the same to the Purchase Contract Agent for distribution to such Holder, free and clear of the Company's any lien, pledge or security interest therein, and the transfer of such Treasury Securities to the Holder thereof. Upon receipt thereof, the Purchase Contract Agent shall promptly:
(i) cancel the related Treasury PIES; and
(ii) authenticate, execute on behalf of such Holder and deliver a Corporate PIES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury PIES. Holders who elect to recreate Corporate PIES shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Except as provided in this Section 3.14, for so long as the Purchase Contract relating to a Treasury PIES remains in effect, such Treasury PIES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PIES in respect of the 1/20 of a Treasury Security and the Purchase Contract comprising such Treasury PIES may be acquired, and may be transferred and exchanged, only as a Treasury PIEScreated hereby.
Appears in 1 contract
Samples: Pledge Agreement (Sierra Pacific Resources Capital Trust Ii)
Recreation of Corporate PIES. A Holder of a Treasury PIES may recreate Corporate PIES at any time until 5:00 p.m. (New York City time) on any such date except during an Active Remarketing Period the Election Date by:
(1) providing notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, of such Holder's intention to create Corporate PIES;
(2) for each Treasury PIES such Holder wishes to substitute, transferring $1,000 principal amount of 20 Senior Notes to the Securities Intermediary which shall then (y) deposit such Senior Notes in the Collateral Account under the Pledge Agreement and instruct the Collateral Agent to hold such Senior Notes as Collateral and (z) instruct the Collateral Agent to release to such Holder the of Treasury Security formerly subject to the Pledge;
(3) transferring the related Treasury PIES to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities relating to such Treasury PIES, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement; and
(4) paying to the Collateral Agent any fees or expenses incurred in connection with the recreation of Corporate PIES; provided PROVIDED that, Holders of Treasury PIES may recreate Corporate PIES only in integral multiples of 20 Treasury PIES for 20 Corporate PIES. Under no circumstance may a Holder of Treasury PIES recreate Corporate PIES during an Active Remarketing Periodafter the Election Date. Upon receipt of the Senior Notes described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to effect the release of such Treasury Securities from the PledgePledge to the Purchase Contract Agent, free and clear of the Company's security interest therein, and the transfer of such Treasury Securities to the Holder thereofPurchase Contract Agent on behalf of the Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly:
(i) cancel the related Treasury PIES;
(ii) transfer the applicable aggregate principal amount of Treasury Securities to the Holder; and
(iiiii) authenticate, execute on behalf of such Holder and deliver a Corporate PIES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury PIES. Holders who elect to recreate Corporate PIES shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Except as provided in this Section 3.14, for so long as the Purchase Contract relating to a Treasury PIES remains in effect, such Treasury PIES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PIES in respect of the 1/20 of a Treasury Security and the Purchase Contract comprising such Treasury PIES may be acquired, and may be transferred and exchanged, only as a Treasury PIES.
Appears in 1 contract
Samples: Purchase Contract Agreement (Sierra Pacific Resources Capital Trust Ii)
Recreation of Corporate PIES. A Holder of a Treasury PIES may recreate Corporate PIES at any time until 5:00 p.m. (New York City time) on any such date except during an Active Remarketing Period the Election Date by:
(1) providing notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, of such Holder's intention to create Corporate PIES;
(2) for each Treasury PIES such Holder wishes to substitute, transferring $1,000 principal amount of 20 Senior Notes to the Securities Intermediary which shall then (y) deposit such Senior Notes in the Collateral Account under the Pledge Agreement and instruct the Collateral Agent to hold such Senior Notes as Collateral and (z) instruct the Collateral Agent to release to such Holder the Treasury Security formerly subject to the Pledge;
(3) transferring the related Treasury PIES to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D hereto, (i) stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities relating to such Treasury PIES, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement; and
(4) paying to the Collateral Agent any fees or expenses incurred in connection with the recreation of Corporate PIES; provided PROVIDED that, Holders of Treasury PIES may recreate Corporate PIES only in integral multiples of 20 Treasury PIES for 20 Corporate PIES. Under no circumstance may a Holder of Treasury PIES recreate Corporate PIES during an Active Remarketing Periodafter the Election Date. Upon receipt of the Senior Notes described in clause (1) above and the instruction described in clause (2) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall cause the Securities Intermediary to effect the release of such Treasury Securities from the Pledge, free and clear of the Company's security interest therein, and the transfer of such Treasury Securities to the Holder thereof. Upon receipt thereof, the Purchase Contract Agent shall promptly:
(i) cancel the related Treasury PIES; and
(ii) authenticate, execute on behalf of such Holder and deliver a Corporate PIES Certificate executed by the Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury PIES. Holders who elect to recreate Corporate PIES shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the substitution, and the Company shall not be responsible for any such fees or expenses. Except as provided in this Section 3.14, for so long as the Purchase Contract relating to a Treasury PIES remains in effect, such Treasury PIES shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury PIES in respect of the 1/20 of a Treasury Security and the Purchase Contract comprising such Treasury PIES may be acquired, and may be transferred and exchanged, only as a Treasury PIES.
Appears in 1 contract
Samples: Purchase Contract Agreement (Sierra Pacific Resources)