Common use of Recreation of Normal Common Equity Units Clause in Contracts

Recreation of Normal Common Equity Units. (a) At any time on or prior to 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding any Applicable Remarketing Settlement Date, a Holder of Stripped Common Equity Units shall have the right to recreate Normal Common Equity Units by substitution of Trust Preferred Securities or security entitlements with respect thereto for Pledged Treasury Securities in integral multiples of 80 Stripped Common Equity Units by: (A) Transferring to the Stock Purchase Contract Agent for further Transfer to the Securities Intermediary, for credit to the Series A Collateral Account, Series A Trust Preferred Securities or security entitlements with respect thereto having an aggregate liquidation amount equal to the Value of the Pledged Series A Treasury Securities (if any) to be released, and Transferring to the Stock Purchase Contract Agent for further Transfer to the Securities Intermediary, for credit to the Series B Collateral Account, Series B Trust Preferred Securities or security entitlements with respect thereto having an aggregate liquidation amount equal to the Value of the Pledged Series B Treasury Securities to be released, accompanied by a notice, substantially in the form of Exhibit C to the Stock Purchase Contract Agreement, whereupon the Stock Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, stating that such Holder has Transferred the Series A Trust Preferred Securities or security entitlements with respect thereto to the Stock Purchase Contract Agent for further Transfer to the Securities Intermediary for credit to the Series A Collateral Account and has Transferred the Series B Trust Preferred Securities or security entitlements with respect thereto to the Securities Intermediary for credit to the Series B Collateral Account and requesting that the Collateral Agent instruct the Securities Intermediary accept such Transfer and to release from the Pledge to the Stock Purchase Contract Agent an Equal Value of the Pledged Series A Treasury Securities and Pledged Series B Treasury Securities related to such Stripped Common Equity Units; and (B) delivering the related Stripped Common Equity Units to the Stock Purchase Contract Agent. Upon receipt of such notice, the giving of instructions to the Securities Intermediary that such Transfer be accepted and confirmation that Series A Trust Preferred Securities or security entitlements with respect thereto have been credited to the Series A Collateral Account and Series B Trust Preferred Securities or security entitlements with respect thereto have been credited to the Series B Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Series A Treasury Securities and Pledged Series B Treasury Securities from the Pledge by Transfer to the Stock Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. (b) Upon credit to the Collateral Account of Trust Preferred Securities or security entitlements with respect thereto delivered by a Holder of Stripped Common Equity Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities from the Pledge and shall promptly Transfer the same to the Stock Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.

Recreation of Normal Common Equity Units. Subject to the conditions set forth in this Agreement, a Holder of Stripped Common Equity Units may recreate Normal Common Equity Units (ai) At at any time on or prior to until 5:00 p.m. (New York City time) on the seventh Business Day immediately preceding any Applicable Remarketing Settlement Date, a Holder ; provided that Holders of Stripped Common Equity Units shall have the right to may only recreate Normal Common Equity Units by substitution of Trust Preferred Securities or security entitlements with respect thereto for Pledged Treasury Securities in integral multiples of 80 Stripped Common Equity Units byUnits. To recreate Normal Common Equity Units, the Holder must: (A1) Transferring if the substitution is made prior to the Initial Stock Purchase Contract Agent for further Transfer Date, transfer to the Securities Intermediary, for credit to the Series A Collateral Account, Intermediary Series A Trust Preferred Securities or security entitlements with respect thereto having an aggregate liquidation amount equal to the Value aggregate principal amount at stated maturity of the corresponding Pledged Series A Treasury Securities comprising part of the Stripped Common Equity Units; (if any2) to be released, and Transferring to the Stock Purchase Contract Agent for further Transfer transfer to the Securities Intermediary, for credit to the Series B Collateral Account, Intermediary Series B Trust Preferred Securities or security entitlements with respect thereto having an aggregate liquidation amount equal to the Value aggregate principal amount at stated maturity of the corresponding Pledged Series B Treasury Securities to be released, accompanied by a notice, substantially in the form of Exhibit C to the Stock Purchase Contract Agreement, whereupon the Stock Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, stating that such Holder has Transferred the Series A Trust Preferred Securities or security entitlements with respect thereto to the Stock Purchase Contract Agent for further Transfer to the Securities Intermediary for credit to the Series A Collateral Account and has Transferred the Series B Trust Preferred Securities or security entitlements with respect thereto to the Securities Intermediary for credit to the Series B Collateral Account and requesting that the Collateral Agent instruct the Securities Intermediary accept such Transfer and to release from the Pledge to the Stock Purchase Contract Agent an Equal Value comprising part of the Pledged Series A Treasury Securities and Pledged Series B Treasury Securities related to such Stripped Common Equity Units; and (B3) delivering transfer the related Stripped Common Equity Units to the Stock Purchase Contract Agent. Upon receipt of such notice, the giving of instructions Agent accompanied by a notice to the Securities Intermediary Stock Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that such Transfer be accepted and confirmation that the Holder has transferred the relevant amount of Series A Trust Preferred Securities or security entitlements with respect thereto have been credited (if the substitution is made prior to the Series A Collateral Account Initial Stock Purchase Date) and Series B Trust Preferred Securities or security entitlements with respect thereto have been credited to the Series B Securities Intermediary for deposit in the Collateral Account as described in such notice, and (ii) instructing the Stock Purchase Contract Agent to instruct the Collateral Agent to release the Pledged Treasury Securities underlying such Stripped Common Equity Units, whereupon the Stock Purchase Contract Agent shall instruct promptly provide an instruction to such effect to the Securities Intermediary by a notice Collateral Agent, substantially in the form of Exhibit D hereto C to the Pledge Agreement. Upon receipt of the Trust Preferred Securities described in clauses (1) and (2) above and the instruction described in clause (3) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will cause the Securities Intermediary to effect the release such of the Pledged Series A Treasury Securities and Pledged Series B Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge by Transfer and the transfer thereof to the Stock Purchase Contract Agent for distribution to such Holder, on behalf of the Holder free and clear of the Pledge created hereby. (b) Company's security interest therein. Upon credit to the Collateral Account of Trust Preferred Securities or security entitlements with respect thereto delivered by a Holder of Stripped Common Equity Units and receipt of the related instruction from the Collateral Agentsuch Treasury Securities, the Securities Intermediary shall release such Pledged Treasury Securities from the Pledge and shall promptly Transfer the same to the Stock Purchase Contract Agent shall promptly: (i) cancel the related Stripped Common Equity Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver Normal Common Equity Units in book-entry form or, if applicable, in the form of a Normal Common Equity Unit Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Stock Purchase Contracts as were evidenced by the cancelled Stripped Common Equity Units. Holders who elect to recreate Normal Common Equity Units shall be responsible for distribution any fees or expenses (including, without limitation, fees and expenses payable to such Holder, free and clear the Collateral Agent for its services as Collateral Agent) in respect of the Pledge created herebyrecreation, and neither the Company nor the Stock Purchase Contract Agent shall be responsible for any such fees or expenses. Except as provided in Section 5.02 or in this Section 3.14 or in connection with a Cash Settlement, an Early Settlement, a Cash Merger Early Settlement or a Termination Event, for so long as the Stock Purchase Contract underlying a Stripped Common Equity Unit remains in effect, such Stripped Common Equity Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Stripped Common Equity Unit in respect of the 1/80 of a Treasury Security and the Stock Purchase Contract comprising such Stripped Common Equity Unit may be acquired, and may be transferred and exchanged, only as a Stripped Common Equity Unit.

Recreation of Normal Common Equity Units. (a) At any time on or prior to (but not during the period that begins at 5:00 p.m. (New York City time) on the seventh tenth (10th) Business Day immediately preceding any Applicable Remarketing Settlement Stock Purchase Date and ends at 5:00 p.m. (New York City time) on such Stock Purchase Date), a Holder of Stripped Common Equity Units shall have the right to recreate Normal Common Equity Units by substitution exchange of Trust Preferred Debt Securities or security entitlements with respect thereto for Pledged Treasury Securities in integral multiples of 80 Stripped Common Equity Units (provided, however, that in no event shall such exchange be permitted at any time after any Treasury Security forming part of such Stripped Common Equity Units has matured), by: (Ai) Transferring to the Stock Purchase Contract Agent for further Transfer to the Securities Intermediary, for credit to the Series A C Collateral Account, Series A Trust Preferred C Debt Securities or security entitlements with respect thereto having an aggregate liquidation principal amount equal to the Value of the Pledged Series A C Treasury Securities (if any) to be released, Transferring to the Stock Purchase Contract Agent for further Transfer to the Securities Intermediary, for credit to the Series D Collateral Account, Series D Debt Securities or security entitlements with respect thereto having an aggregate principal amount equal to the Value of the Pledged Series D Treasury Securities (if any) to be released, and Transferring to the Stock Purchase Contract Agent for further Transfer to the Securities Intermediary, for credit to the Series B E Collateral Account, Series B Trust Preferred E Debt Securities or security entitlements with respect thereto having an aggregate liquidation principal amount equal to the Value of the Pledged Series B E Treasury Securities to be released, accompanied by a notice, substantially in the form of Exhibit C to the Stock Purchase Contract Agreement, whereupon the Stock Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C heretoC, stating that such Holder (x) has Transferred the Series A Trust Preferred C Debt Securities (if any) or security entitlements with respect thereto to the Stock Purchase Contract Agent for further Transfer to the Securities Intermediary for credit to the Series A C Collateral Account and Account, (y) has Transferred the Series B Trust Preferred D Debt Securities (if any) or security entitlements with respect thereto to the Securities Intermediary for credit to the Series D Collateral Account and (z) has Transferred the Series E Debt Securities or security entitlements with respect thereto to the Securities Intermediary for credit to the Series B E Collateral Account and requesting that the Collateral Agent instruct the Securities Intermediary to accept such Transfer and to release from the Pledge to the Stock Purchase Contract Agent an Equal equal Value of the Pledged Series A C Treasury Securities, the Pledged Series D Treasury Securities and the Pledged Series B E Treasury Securities related to such Stripped Common Equity Units; and (Bii) delivering the related Stripped Common Equity Units to the Stock Purchase Contract Agent. Notwithstanding anything herein to the contrary, no such exchange shall be made from the time any Remarketing has priced to, and including, the Stock Purchase Date relating to such Remarketing. Upon receipt of such notice, the giving of instructions to the Securities Intermediary that such Transfer be accepted and confirmation that (i) Series A Trust Preferred C Debt Securities or security entitlements with respect thereto have been credited to the Series A C Collateral Account and Account, (ii) Series B Trust Preferred D Debt Securities or security entitlements with respect thereto have been credited to the Series B D Collateral Account and (iii) Series E Debt Securities or security entitlements with respect thereto have been credited to the Series E Collateral Account, as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice substantially in the form of Exhibit D hereto to release such Pledged Series A C Treasury Securities, Pledged Series D Treasury Securities and Pledged Series B E Treasury Securities from the Pledge by Transfer to the Stock Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby. (b) Upon credit to the applicable Collateral Account of Trust Preferred Debt Securities or security entitlements with respect thereto delivered by a Holder of Stripped Common Equity Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release such Pledged Treasury Securities from the Pledge and shall promptly Transfer the same to the Stock Purchase Contract Agent for distribution to such Holder, free and clear of the Pledge created hereby.