Common use of Reestablishment of Corporate Units Clause in Contracts

Reestablishment of Corporate Units. (a) At any time on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units shall have the right to reestablish Corporate Units by substitution of Debentures or security entitlements to them for Pledged Treasury Securities in integral multiples of [13] Treasury Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Debentures or security entitlements to them having a principal amount at maturity equal to the Value of the Pledged Treasury Securities to be released, accompanied by a notice, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT C to this Agreement, stating that such Holder has Transferred Debentures or security entitlements to them to the Securities Intermediary for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (2) delivering the related Treasury Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Debentures or security entitlements to them have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Security Intermediary by a notice in substantially the form of EXHIBIT D to this Agreement to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder. (b) Upon credit to the Collateral Account of Debentures or security entitlements to them delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the applicable Pledged Treasury Securities and shall promptly Transfer the same to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created by this Agreement.

Appears in 2 contracts

Samples: Pledge Agreement (New Nisource Inc), Pledge Agreement (Nisource Inc)

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Reestablishment of Corporate Units. (a) At any time on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement DateUnless a Tax Event Redemption has occurred, a Holder of a Treasury Units shall have the right to reestablish Unit may recreate Corporate Units by substitution of Debentures or security entitlements to them for Pledged Treasury Securities in integral multiples of [13] Treasury Units at any time until 5:00 p.m. (New York City time), on the Election Date by: (1) Transferring providing notice to the Securities Intermediary for credit to the Collateral Account Debentures or security entitlements to them having a principal amount at maturity equal to the Value of the Pledged Treasury Securities to be released, accompanied by a noticePurchase Contract Agent, substantially in the form of Exhibit C to of the Purchase Contract Agreement, at of such Holder's intention to recreate Corporate Units; (2) for each Treasury Unit from which time the Purchase Contract Agent shall deliver Holder wishes to the Collateral Agent recreate a noticeCorporate Unit, substantially in the form of EXHIBIT C to this Agreement, stating that such Holder has Transferred Debentures or security entitlements to them transferring 20 Senior Notes to the Securities Intermediary for credit to which shall then (y) deposit such Senior Notes in the Collateral Account under this Agreement and requesting that instruct the Collateral Agent to hold such Senior Notes as Collateral and (z) instruct the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Holder one (1) Treasury Units; andSecurity, formerly subject to the Pledge; (23) delivering transferring the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit D of the Purchase Contract Agreement, stating that the Holder has transferred the relevant amount of Senior Notes to the Securities Intermediary and requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C hereto; and (4) paying to the Collateral Agent any fees or expenses incurred in connection with the recreation of Corporate Units; provided that, Holders of Treasury Units may recreate Corporate Units in integral multiples of 20 Treasury Units for 20 Corporate Units. Under no circumstance may a Holder of Treasury Units recreate Corporate Units after 5:00 p.m. (New York City time) on the Election Date. Upon receipt from the Purchase Contract Agent of such a notice and substantially in the form of Exhibit C hereto, confirmation that Debentures Senior Notes or security entitlements to them thereto have been credited to the Collateral Account as described in such noticenotice and receipt of payment for any fees or expenses incurred in connection with the recreation of Corporate Units, the Collateral Agent shall instruct the Security Securities Intermediary by a notice notice, substantially in substantially the form of EXHIBIT provided in Exhibit D to this Agreement hereto, to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder. (b) Upon credit to the Collateral Account of Debentures or security entitlements to them delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the applicable Pledged Treasury Securities and shall promptly Transfer the same to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created by this Agreementthereby.

Appears in 2 contracts

Samples: Pledge Agreement (Dominion Resources Inc /Va/), Pledge Agreement (Dominion Resources Capital Trust Iv)

Reestablishment of Corporate Units. (a) At any time on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units shall have the right to reestablish Corporate Units by substitution of Debentures or security entitlements to them for Pledged Treasury Securities in integral multiples of [13] 13 Treasury Units by: (1) Transferring to the Securities Intermediary for credit to the Collateral Account Debentures or security entitlements to them having a principal amount at maturity equal to the Value of the Pledged Treasury Securities to be released, accompanied by a noticenotice to the Purchase Contract Agent, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT C to this Agreement, stating that such Holder has Transferred Debentures or security entitlements to them to the Securities Intermediary for credit to the Collateral Account and requesting that instructing the Collateral Agent to release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (2) delivering the related Treasury Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Debentures or security entitlements to them have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Security Intermediary by a notice notice, in substantially the form of EXHIBIT D to this Agreement Agreement, to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such HolderHolder free and clear of any lien, pledge or security interest created by this Agreement. (b) Upon credit to the Collateral Account of Debentures or security entitlements to them delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the applicable Pledged Treasury Securities and shall promptly Transfer the same to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created by this Agreement.

Appears in 2 contracts

Samples: Pledge Agreement (New Nisource Inc), Pledge Agreement (New Nisource Inc)

Reestablishment of Corporate Units. (a) At Subject to the conditions set forth in this Agreement, a Holder of a Treasury Unit may recreate Corporate Units at any time on or (i) prior to the seventh Business Day immediately preceding the Purchase Contract Settlement Date, if a Holder Tax Event Redemption, a Successful Initial Remarketing or a Successful Secondary Remarketing has not occurred, and (ii) on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption, a Successful Initial Remarketing or a Successful Secondary Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the Corporate Units, in each case by (a) depositing with the Collateral Agent Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, having an aggregate principal amount in the case of the Notes, or an appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, equal to the aggregate principal amount of the Treasury Securities comprising part of the Treasury Units shall have and (b) transferring the right to reestablish Corporate Units by substitution of Debentures or security entitlements to them for Pledged Treasury Securities in integral multiples of [13] related Treasury Units by: (1) Transferring to the Securities Intermediary for credit Agent accompanied by a notice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, to the Collateral Account Debentures or security entitlements Agent and requesting that the Agent instruct the Collateral Agent to them having a principal amount at maturity equal release the Treasury Securities underlying such Treasury Units, whereupon the Agent shall promptly give such instruction to the Value of the Pledged Treasury Securities to be released, accompanied by a noticeCollateral Agent, substantially in the form of Exhibit C hereto. Notwithstanding the foregoing, a Holder may not reestablish Corporate Units during the period commencing on the fourth Business Day immediately prior the Initial Remarketing Date (and, upon a Failed Initial Remarketing, prior to the Purchase Contract Secondary Remarketing Date) and ending on the fourth Business Day following the Initial Remarketing Date (and, upon a Failed Initial Remarketing, following the Secondary Remarketing Date). Upon receipt of the Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, at which time the Purchase Contract Collateral Agent will release to the Agent, on behalf of the Holder, the Treasury Securities having a corresponding aggregate principal amount from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Corporate Unit Certificate executed by the Company in accordance with Section 3.3 hereof evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to reestablish Corporate Units shall be responsible for any fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent a notice, substantially for its services as Collateral Agent) in respect of the form of EXHIBIT C to this Agreement, stating that reestablishment and the Company shall not be responsible for any such Holder has Transferred Debentures or security entitlements to them to the Securities Intermediary for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (2) delivering the related Treasury Units to the Purchase Contract Agentfees. Upon receipt of such notice and confirmation that Debentures or security entitlements to them have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Security Intermediary by a notice in substantially the form of EXHIBIT D to this Agreement to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder. (b) Upon credit to the Collateral Account of Debentures or security entitlements to them delivered by a Holder Holders of Treasury Units may reestablish Corporate Units in integral multiples of 20 Treasury Units for the same multiple of 20 Corporate Units if a Tax Event Redemption, a Successful Initial Remarketing or a Successful Secondary Remarketing has not occurred, and receipt in integral multiples of 32,000 Treasury Units for 32,000 Corporate Units if a Tax Event Redemption, a Successful Initial Remarketing or a Successful Secondary Remarketing has occurred. In the event a Holder re-establishing Corporate Units pursuant to this Section 3.14 fails to effect a book-entry transfer of the related instruction from Treasury Units or fails to deliver a Treasury Unit Certificate(s) to the Agent after depositing Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, with the Collateral Agent, the Securities Intermediary shall release the applicable Pledged Treasury Securities constituting a part of such Treasury Units shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Treasury Units are so transferred or the Treasury Unit Certificate is so delivered, as the case may be, or, with respect to a Treasury Unit Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Treasury Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.14, for so long as the Purchase Contract Agent for distribution to underlying a Treasury Unit remains in effect, such HolderTreasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the Treasury Security and Purchase Contract comprising such Treasury Unit may be acquired, free and clear of any lienmay be transferred and exchanged, pledge or security interest created by this Agreementonly as a Treasury Unit.

Appears in 1 contract

Samples: Purchase Contract Agreement (St Paul Companies Inc /Mn/)

Reestablishment of Corporate Units. (a) At Unless the Treasury Portfolio has replaced the Notes as a component of the Corporate Units as the result of a successful Initial Remarketing or a Tax Event Redemption, a Holder of a Treasury Unit may recreate Corporate Units at any time on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder Date by (a) depositing with the Collateral Agent Notes having an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities comprising part of the Treasury Units shall have and (b) transferring the right to reestablish Corporate Units by substitution of Debentures or security entitlements to them for Pledged Treasury Securities in integral multiples of [13] related Treasury Units by: (1) Transferring to the Securities Intermediary for credit Agent accompanied by a notice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Notes to the Collateral Account Debentures or security entitlements Agent and requesting that the Agent instruct the Collateral Agent to them having a principal amount at maturity equal release the Treasury Securities underlying such Treasury Units, whereupon the Agent shall promptly give such instruction to the Value of the Pledged Treasury Securities to be released, accompanied by a noticeCollateral Agent, substantially in the form of Exhibit C to hereto. Upon receipt of the Purchase Contract Notes described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT C to this Agreement, stating that such Holder has Transferred Debentures or security entitlements to them will release to the Agent, on behalf of the Holder, the Treasury Securities Intermediary for credit having a corresponding aggregate principal amount from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury UnitsHolder; and (2iii) delivering the related Treasury Units to the Purchase Contract Agent. Upon receipt authenticate, execute on behalf of such notice Holder and confirmation that Debentures or security entitlements to them have been credited to deliver a Corporate Units Certificate executed by the Collateral Account Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as described in such notice, were evidenced by the Collateral Agent shall instruct the Security Intermediary by a notice in substantially the form of EXHIBIT D to this Agreement to release such Pledged canceled Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder. (b) Upon credit to the Collateral Account of Debentures or security entitlements to them delivered by a Holder Units. Holders of Treasury Units and receipt may reestablish Corporate Units only in integral multiples of 40 Treasury Units for 40 Corporate Units. In the event a Holder reestablishing Corporate Units pursuant to this Section 3.14 fails to effect a book-entry transfer of the related instruction from Treasury Units or fails to deliver a Treasury Units Certificate(s) to the Agent after depositing Notes with the Collateral Agent, the Securities Intermediary shall release the applicable Pledged Treasury Securities constituting a part of such Treasury Units shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Treasury Units are so transferred or the Treasury Units Certificate is so delivered, as the case may be, or, with respect to a Treasury Units Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.14, for so long as the Purchase Contract Agent for distribution to underlying a Treasury Unit remains in effect, such HolderTreasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the Treasury Security and Purchase Contract comprising such Treasury Unit may be acquired, free and clear of any lienmay be transferred and exchanged, pledge or security interest created by this Agreementonly as a Treasury Unit.

Appears in 1 contract

Samples: Purchase Contract Agreement (Kansas City Southern Industries Inc)

Reestablishment of Corporate Units. (a) At A Holder of a Treasury Unit may recreate Corporate Units at any time (i) if a Tax Event Redemption or a Successful Remarketing has not occurred, on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date, and (ii) if a Holder Tax Event Redemption or a Successful Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of Treasury Units shall have the right Corporate Units, on or prior to reestablish Corporate Units by substitution of Debentures or security entitlements to them for Pledged Treasury Securities the second Business Day immediately preceding the Purchase Contract Settlement Date, in integral multiples of [13] Treasury Units each case by: (1a) Transferring depositing with the Collateral Agent Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having an aggregate principal amount in the case of the Notes, or an appropriate Applicable Ownership Interest (as defined in clause (i) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the aggregate principal amount of the Treasury Securities Intermediary for credit comprising part of the Treasury Units and (b) transferring the related Treasury Units to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Collateral Account Debentures or security entitlements Agent and requesting that the Agent instruct the Collateral Agent to them having a principal amount at maturity equal release the Treasury Securities underlying such Treasury Units, whereupon the Agent shall promptly give such instruction to the Value of the Pledged Treasury Securities to be released, accompanied by a noticeCollateral Agent, substantially in the form of Exhibit C to hereto. Upon receipt of the Purchase Contract Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT C to this Agreement, stating that such Holder has Transferred Debentures or security entitlements to them will release to the Agent, on behalf of the Holder, the Treasury Securities Intermediary for credit having a corresponding aggregate principal amount from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury UnitsHolder; and (2iii) delivering the related Treasury Units to the Purchase Contract Agent. Upon receipt authenticate, execute on behalf of such notice Holder and confirmation that Debentures or security entitlements to them have been credited to deliver a Corporate Units Certificate executed by the Collateral Account Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as described in such notice, were evidenced by the Collateral Agent shall instruct the Security Intermediary by a notice in substantially the form of EXHIBIT D to this Agreement to release such Pledged canceled Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder. (b) Upon credit to the Collateral Account of Debentures or security entitlements to them delivered by a Holder Units. Holders of Treasury Units may reestablish Corporate Units in integral multiples of 40 Treasury Units for 40 Corporate Units if a Tax Event Redemption or a Successful Remarketing has not occurred, and receipt in integral multiples of 8,000 Treasury Units for 8,000 Corporate Units if a Tax Event or a Successful Remarketing has occurred. In the event a Holder re-establishing Corporate Units pursuant to this Section 3.14 fails to effect a book-entry transfer of the related instruction from Treasury Units or fails to deliver a Treasury Units Certificate(s) to the Agent after depositing Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Securities Intermediary shall release the applicable Pledged Treasury Securities constituting a part of such Treasury Units shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Treasury Units are so transferred or the Treasury Units Certificate is so delivered, as the case may be, or, with respect to a Treasury Units Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.14, for so long as the Purchase Contract Agent for distribution to underlying a Treasury Unit remains in effect, such HolderTreasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the Treasury Security and Purchase Contract comprising such Treasury Unit may be acquired, free and clear of any lienmay be transferred and exchanged, pledge or security interest created by this Agreementonly as a Treasury Unit.

Appears in 1 contract

Samples: Purchase Contract Agreement (Sprint Corp)

Reestablishment of Corporate Units. (a) At Subject to the conditions set forth in this Agreement, a Holder of a Treasury Unit may recreate Corporate Units at any time (i) on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Holder Tax Event Redemption or a Successful Initial Remarketing has not occurred, and (ii) on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the Corporate Units, in each case by (a) depositing with the Collateral Agent Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having an aggregate principal amount in the case of the Notes, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the aggregate principal amount of the Treasury Securities comprising part of the Treasury Units shall have and (b) transferring the right to reestablish Corporate Units by substitution of Debentures or security entitlements to them for Pledged Treasury Securities in integral multiples of [13] related Treasury Units by: (1) Transferring to the Securities Intermediary for credit Agent accompanied by a notice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Collateral Account Debentures or security entitlements Agent and requesting that the Agent instruct the Collateral Agent to them having a principal amount at maturity equal release the Treasury Securities underlying such Treasury Units, whereupon the Agent shall promptly give such instruction to the Value of the Pledged Treasury Securities to be released, accompanied by a noticeCollateral Agent, substantially in the form of Exhibit C hereto. Upon receipt of the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract AgreementAgent, at which time on behalf of the Purchase Contract Holder, the Treasury Securities having a corresponding aggregate principal amount from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Corporate Unit Certificate executed by the Company in accordance with Section 3.3 hereof evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to reestablish Corporate Units shall be responsible for any fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent a notice, substantially for its services as Collateral Agent) in respect of the form of EXHIBIT C to this Agreement, stating that reestablishment and the Company shall not be responsible for any such Holder has Transferred Debentures or security entitlements to them to the Securities Intermediary for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (2) delivering the related Treasury Units to the Purchase Contract Agentfees. Upon receipt of such notice and confirmation that Debentures or security entitlements to them have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Security Intermediary by a notice in substantially the form of EXHIBIT D to this Agreement to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder. (b) Upon credit to the Collateral Account of Debentures or security entitlements to them delivered by a Holder Holders of Treasury Units may reestablish Corporate Units in integral multiples of 20 Treasury Units for the same multiple of 20 Corporate Units if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and receipt in integral multiples of 32,000 Treasury Units for 32,000 Corporate Units if a Tax Event Redemption or a Successful Initial Remarketing has occurred. In the event a Holder re-establishing Corporate Units pursuant to this Section 3.14 fails to effect a book-entry transfer of the related instruction from Treasury Units or fails to deliver a Treasury Unit Certificate(s) to the Agent after depositing Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Securities Intermediary shall release the applicable Pledged Treasury Securities constituting a part of such Treasury Units shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Treasury Units are so transferred or the Treasury Unit Certificate is so delivered, as the case may be, or, with respect to a Treasury Unit Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Treasury Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.14, for so long as the Purchase Contract Agent for distribution to underlying a Treasury Unit remains in effect, such HolderTreasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the Treasury Security and Purchase Contract comprising such Treasury Unit may be acquired, free and clear of any lienmay be transferred and exchanged, pledge or security interest created by this Agreementonly as a Treasury Unit.

Appears in 1 contract

Samples: Purchase Contract Agreement (Alltel Corp)

Reestablishment of Corporate Units. (a) At a Treasury Unit may recreate Corporate Units at any time (i) on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Holder of Treasury Units shall have the right to reestablish Corporate Units by substitution of Debentures Tax Event Redemption or security entitlements to them for Pledged Treasury Securities in integral multiples of [13] Treasury Units by: a Successful Initial Remarketing has not occurred, and (1ii) Transferring on or prior to the Securities Intermediary for credit second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the Corporate Units, in each case by (a) depositing with the Collateral Agent Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having an aggregate principal amount in the case of the Senior Notes, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the Collateral Account Debentures or security entitlements to them having a aggregate principal amount at maturity equal of the Treasury Securities comprising part of the Treasury Units and (b) transferring the related Treasury Units to the Value of the Pledged Treasury Securities to be released, Agent accompanied by a noticenotice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT C to this Agreement, stating that such Holder has Transferred Debentures or security entitlements to them to the Securities Intermediary for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (2) delivering the related Treasury Units to the Purchase Contract Agenthereto. Upon receipt of such notice and confirmation that Debentures the Senior Notes or security entitlements to them have been credited to the Collateral Account appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, described in such noticeclause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall instruct will release to the Security Intermediary by a notice in substantially Agent, on behalf of the form of EXHIBIT D to this Agreement to release such Pledged Holder, the Treasury Securities having a corresponding aggregate principal amount from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder. (b) Upon credit to the Collateral Account of Debentures or security entitlements to them delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the applicable Pledged Treasury Securities and shall promptly Transfer the same to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of any lien, pledge or the Company's security interest created by this Agreement.therein, and upon receipt thereof the Agent shall promptly:

Appears in 1 contract

Samples: Purchase Contract Agreement (Duke Energy Corp)

Reestablishment of Corporate Units. (a) At So long as the Treasury Portfolio has not replaced the Preferred Securities as a component of Corporate Units as a result of a Successful Initial Remarketing or a Tax Event Redemption and no dissolution or liquidation of the Trust shall have occurred, at any time on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units shall have the right to reestablish Corporate Units by substitution of Debentures Preferred Securities or security entitlements to them with respect thereto for Pledged Treasury Securities in integral multiples of [13] 20 Treasury Units by: (1i) Transferring to the Securities Intermediary Collateral Agent for credit to the Collateral Account Debentures Preferred Securities or security entitlements to them with respect thereto having a principal liquidation amount at maturity equal to the Value of the Pledged Treasury Securities to be released, accompanied by a notice, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time whereupon the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT Exhibit C to this Agreementhereto, stating that such Holder has Transferred Debentures Preferred Securities or security entitlements to them with respect thereto to the Securities Intermediary Collateral Agent for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (2ii) delivering the related Treasury Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Debentures Preferred Securities or security entitlements to them with respect thereto have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Security Securities Intermediary by a notice in substantially the form of EXHIBIT provided in Exhibit D to this Agreement hereto to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder. (b) Upon credit to the Collateral Account of Debentures or security entitlements to them delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the applicable Pledged Treasury Securities and shall promptly Transfer the same to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created hereby. (b) If the Treasury Portfolio has replaced the Preferred Securities or Notes as a component of Corporate Units as a result of a Successful Initial Remarketing or a Tax Event Redemption on or at any time prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units shall have the right to reestablish Corporate Units by this substitution of Treasury Securities or security entitlements with respect thereto for the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio comprising a part of such Holder's Treasury Units in integral multiples of Treasury Units as will enable the U.S. Treasury securities comprising the Applicable Ownership Interest of the Treasury Portfolio to be purchased in whole multiples by: (i) Transferring to the Collateral Agent for credit to the Collateral Account Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio having a Value equal to the Treasury Securities or security entitlements with respect thereto to be released, accompanied by a notice, substantially in the form of Exhibit C to the Purchase Contract Agreement, whereupon the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of Exhibit C hereto, (A) stating that such Holder has Transferred Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio to the Collateral Agent for credit to the Collateral Account, (B) stating the Value of the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio Transferred by such Holder and (C) requesting that the Collateral Agent release from the Pledge the Treasury Securities or security entitlements with respect thereto that are a component of such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that the Applicable Ownership Interests (as specified in clause (A) of the definition of such term) of the Treasury Portfolio have been credited to the 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 the Treasury Securities or security entitlements with respect thereto from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created hereby. (c) If the Trust shall have been dissolved and liquidated and the Notes have become a component of the Corporate Units and neither a Successful Initial Remarketing nor a Tax Event Redemption Date shall have occurred, at any time on or prior to the fifth Business Day immediately preceding the Purchase Contract Settlement Date, a Holder of Treasury Units shall have the right to reestablish Corporate Units by substitution of Notes or security entitlements with respect thereto for Pledged Treasury Securities in integral multiples of 20 Treasury Units by: (i) Transferring to the Collateral Agent for credit to the Collateral Account Notes or security entitlements with respect thereto having a principal amount equal to the Value of the Pledged Treasury Securities to be released, accompanied by a notice, substantially in the form of Exhibit C to the Purchase Contract Agreement, whereupon the 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 Notes or security entitlements with respect thereto to the Collateral Agent for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (ii) delivering the related Treasury Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Notes or security entitlements with respect thereto have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Securities Intermediary by a notice in the form provided in Exhibit D to release such Pledged Treasury Securities from Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created hereby.

Appears in 1 contract

Samples: Pledge Agreement (Public Service Enterprise Group Inc)

Reestablishment of Corporate Units. (a) At A Holder of Treasury Units may recreate Corporate Units at any time (i) on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Holder of Treasury Units shall have the right to reestablish Corporate Units by substitution of Debentures Tax Event Redemption or security entitlements to them for Pledged Treasury Securities in integral multiples of [13] Treasury Units by: a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing alternatively has not occurred, and (1ii) Transferring on or prior to the Securities Intermediary for credit second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the Corporate Units, in each case by (a) depositing with the Collateral Agent Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having an aggregate principal amount in the case of the Senior Notes, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the Collateral Account Debentures or security entitlements to them having a aggregate principal amount at maturity equal of the Treasury Securities comprising part of such Treasury Units and (b) transferring the related Treasury Units to the Value of the Pledged Treasury Securities to be released, Agent accompanied by a noticenotice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to hereto. Upon receipt of the Purchase Contract Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT C to this Agreement, stating that such Holder has Transferred Debentures or security entitlements to them will release to the Agent, on behalf of the Holder, the Treasury Securities Intermediary for credit having a corresponding aggregate principal amount from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury UnitsHolder; and (2iii) delivering the related Treasury Units to the Purchase Contract Agent. Upon receipt authenticate, execute on behalf of such notice Xxxxxx and confirmation that Debentures or security entitlements to them have been credited to deliver a Corporate Units Certificate executed by the Collateral Account Company in accordance with Section 3.3 evidencing the same number of Corporate Units as described in such notice, the Collateral Agent shall instruct the Security Intermediary by a notice in substantially the form of EXHIBIT D to this Agreement to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder. (b) Upon credit to the Collateral Account of Debentures or security entitlements to them delivered by a Holder number of Treasury Units that were evidenced by the cancelled Treasury Units Certificate. Holders of Treasury Units may reestablish Corporate Units in integral multiples of 40 Treasury Units for 40 Corporate Units if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has not occurred, and receipt in integral multiples of [ ] Treasury Units for [ ] Corporate Units if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred. In the event a Holder re-establishing Corporate Units pursuant to this Section 3.14 fails to effect a book-entry transfer of the related instruction from Treasury Units or fails to deliver a Treasury Units Certificate(s) to the Agent after depositing Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Securities Intermediary shall release the applicable Pledged Treasury Securities constituting a part of such Treasury Units shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Treasury Units are so transferred or the Treasury Units Certificate is so delivered, as the case may be, or, with respect to a Treasury Units Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.14, for so long as the Purchase Contract Agent for distribution to underlying a Treasury Unit remains in effect, such HolderTreasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the Treasury Security and Purchase Contract comprising such Treasury Unit may be acquired, free and clear of any lienmay be transferred and exchanged, pledge or security interest created by this Agreementonly as a Treasury Unit.

Appears in 1 contract

Samples: Purchase Contract Agreement (Centurytel Inc)

Reestablishment of Corporate Units. Subject to the conditions set forth in this Agreement, a Holder of Treasury Units may reestablish Corporate Units at any time prior to or on, subject to the third succeeding paragraph, the fifth Business Day (aor the second Business Day, if a Successful Initial Remarketing or a Tax Event Redemption Date has occurred) At immediately preceding the Purchase Contract Settlement Date, by: (1) depositing with the Securities Intermediary Preferred Securities, Applicable Ownership Interests of the Treasury Portfolio or Notes, as the case may be, (i) in the case of Preferred Securities or Notes, as the case may be, having an aggregate liquidation amount (in the case of Preferred Securities) or aggregate principal amount (in the case of Notes), as the case may be, equal to the aggregate principal amount at maturity of the Treasury Securities comprising part of the Treasury Units and (ii) in the case of Applicable Ownership Interests, such that the portion of such Applicable Ownership Interests described in clause (A) of the definition of such term represents an undivided beneficial ownership interest in principal or interest strips of U.S. treasury securities having an aggregate face amount equal to the aggregate principal amount at maturity of the Treasury Securities comprising part of the Treasury Units; and (2) transferring the related Treasury Units to the Purchase Contract Agent accompanied by a notice to the Purchase Contract Agent, substantially in the form of Exhibit C hereto, (i) stating that the Holder has transferred the relevant amount of Preferred Securities, Applicable Ownership Interests of the Treasury Portfolio or Notes, as the case may be, to the Securities Intermediary and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly provide an instruction to such effect to the Collateral Agent, substantially in the form of Exhibit C to the Pledge Agreement. Upon receipt of the Preferred Securities, Applicable Ownership Interests of the Treasury Portfolio or the Notes, as the case may be, 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 will cause the Securities Intermediary to effect the release of the Treasury Securities having a corresponding aggregate principal amount at maturity from the Pledge, free and clear of the Company's security interest therein, and the transfer to the Purchase Contract Agent on behalf of the Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Corporate Units Certificate executed by the Company in accordance with Section 3.03 evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to reestablish Corporate Units shall be responsible for any fees or expenses payable to the Collateral Agent for its services as Collateral Agent in respect of the reestablishment, and the Company shall not be responsible for any such fees or expenses. Holders of Treasury Units may only reestablish Corporate Units in integral multiples of 20 Treasury Units, provided that if the Treasury Portfolio has replaced the Preferred Securities or the Notes, as the case may be, as a component of the Corporate Units as a result of a Successful Initial Remarketing or a Tax Event Redemption, Holders may convert their Treasury Units into Corporate Units by making Collateral Substitutions at any time on or prior to the seventh second Business Day immediately preceding the Purchase Contract Settlement Date, a Holder but only in such integral multiples of Treasury Units shall have as will enable the right to reestablish Corporate Units by substitution of Debentures or security entitlements to them for Pledged U.S. Treasury Securities in integral multiples of [13] Treasury Units by: (1) Transferring to securities comprising the Securities Intermediary for credit to the Collateral Account Debentures or security entitlements to them having a principal amount at maturity equal to the Value Applicable Ownership Interest of the Pledged Treasury Securities Portfolio to be releasedpurchased in whole multiples. Except as provided in this Section 3.14 or in connection with a Cash Settlement or an Early Settlement pursuant to either Section 5.04(b)(2) or Section 5.07, accompanied by a notice, substantially in the form of Exhibit C to for so long as the Purchase Contract Agreementunderlying a Treasury Unit remains in effect, at which time such Treasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the 1/20 of a Treasury Security and the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT C to this Agreement, stating that such Holder has Transferred Debentures or security entitlements to them to the Securities Intermediary for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to comprising such Treasury Units; and (2) delivering the related Unit may be acquired, and may be transferred and exchanged, only as a Treasury Units to the Purchase Contract Agent. Upon receipt of such notice and confirmation that Debentures or security entitlements to them have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Security Intermediary by a notice in substantially the form of EXHIBIT D to this Agreement to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such HolderUnit. (b) Upon credit to the Collateral Account of Debentures or security entitlements to them delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the applicable Pledged Treasury Securities and shall promptly Transfer the same to the Purchase Contract Agent for distribution to such Holder, free and clear of any lien, pledge or security interest created by this Agreement.

Appears in 1 contract

Samples: Purchase Contract Agreement (Public Service Enterprise Group Inc)

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Reestablishment of Corporate Units. (a) At any time on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement DateUnless a Tax Event Redemption has occurred, a Holder of a Treasury Units shall have the right to reestablish Unit may recreate Corporate Units at any time until 5:00 p.m. (New York City time) on the Election Date by substitution providing notice to the Purchase Contract Agent, substantially in the form of Debentures or security entitlements Exhibit C hereto, of such Holder's intention to them for Pledged Treasury Securities in integral multiples of [13] Treasury recreate Corporate Units byand: (1) Transferring depositing with the Securities Intermediary Senior Notes having an aggregate principal amount equal to the aggregate principal amount at maturity of the Treasury Securities comprising part of the Treasury Units; and (2) transferring the related Treasury Units 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 for credit and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Account Debentures or security entitlements to them having a principal amount at maturity equal to the Value of the Pledged Treasury Securities to be released, accompanied by a noticeAgent, substantially in the form of Exhibit C to the Pledge Agreement. 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 will cause the Securities Intermediary to effect the release of such Treasury Securities from the Pledge to the Purchase Contract AgreementAgent, at which time free and clear of the Company's security interest therein, and the transfer of such Treasury Securities to the Purchase Contract Agent on behalf of the Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Corporate Unit 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 Unit. Holders who elect to recreate Corporate Units shall be responsible for any fees or expenses payable to the Collateral Agent a notice, substantially in the form of EXHIBIT C to this Agreement, stating that such Holder has Transferred Debentures or security entitlements to them to the Securities Intermediary for credit to the Collateral Account and requesting that the its services as Collateral Agent release from in respect of the Pledge substitution, and the Pledged Treasury Securities related to Company shall not be responsible for any such Treasury Units; and (2) delivering the related fees or expenses. Holders of Treasury Units to the Purchase Contract Agentmay reestablish Corporate Units in integral multiples of 20 Treasury Units for 20 Corporate Units. Upon receipt of such notice and confirmation that Debentures or security entitlements to them have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Security Intermediary by a notice in substantially the form of EXHIBIT D to this Agreement to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder. (b) Upon credit to the Collateral Account of Debentures or security entitlements to them delivered by Under no circumstances may a Holder of Treasury Units and receipt of recreate Corporate Units after the related instruction from the Collateral AgentElection Date. Except as provided in this Section 3.14, the Securities Intermediary shall release the applicable Pledged Treasury Securities and shall promptly Transfer the same to for so long as the Purchase Contract Agent for distribution to underlying a Treasury Unit remains in effect, such HolderTreasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Units in respect of the 1/20 of a Treasury Security and the Purchase Contract comprising such Treasury Units may be acquired, free and clear of any lienmay be transferred and exchanged, pledge or security interest created by this Agreementonly as a Treasury Unit.

Appears in 1 contract

Samples: Purchase Contract Agreement (Dominion Resources Capital Trust Iv)

Reestablishment of Corporate Units. (a) At A Holder of Treasury Units may recreate Corporate Units at any time (i) on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Holder of Treasury Units shall have the right to reestablish Corporate Units by substitution of Debentures Tax Event Redemption or security entitlements to them for Pledged Treasury Securities in integral multiples of [13] Treasury Units by: a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing alternatively has not occurred, and (1ii) Transferring on or prior to the Securities Intermediary for credit second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the Corporate Units, in each case by (a) depositing with the Collateral Agent Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having an aggregate principal amount in the case of the Senior Notes, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the Collateral Account Debentures or security entitlements to them having a aggregate principal amount at maturity equal of the Treasury Securities comprising part of such Treasury Units and (b) transferring the related Treasury Units to the Value of the Pledged Treasury Securities to be released, Agent accompanied by a noticenotice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to hereto. Upon receipt of the Purchase Contract Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT C to this Agreement, stating that such Holder has Transferred Debentures or security entitlements to them will release to the Agent, on behalf of the Holder, the Treasury Securities Intermediary for credit having a corresponding aggregate principal amount from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury UnitsHolder; and (2iii) delivering the related Treasury Units to the Purchase Contract Agent. Upon receipt authenticate, execute on behalf of such notice Xxxxxx and confirmation that Debentures or security entitlements to them have been credited to deliver a Corporate Units Certificate executed by the Collateral Account Company in accordance with Section 3.3 evidencing the same number of Corporate Units as described in such notice, the Collateral Agent shall instruct the Security Intermediary by a notice in substantially the form of EXHIBIT D to this Agreement to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder. (b) Upon credit to the Collateral Account of Debentures or security entitlements to them delivered by a Holder number of Treasury Units that were evidenced by the cancelled Treasury Units Certificate. Holders of Treasury Units may reestablish Corporate Units in integral multiples of 40 Treasury Units for 40 Corporate Units if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has not occurred, and receipt in integral multiples of 100,000 Treasury Units for 100,000 Corporate Units if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred. In the event a Holder re-establishing Corporate Units pursuant to this Section 3.14 fails to effect a book-entry transfer of the related instruction from Treasury Units or fails to deliver a Treasury Units Certificate(s) to the Agent after depositing Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Securities Intermediary shall release the applicable Pledged Treasury Securities constituting a part of such Treasury Units shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Treasury Units are so transferred or the Treasury Units Certificate is so delivered, as the case may be, or, with respect to a Treasury Units Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.14, for so long as the Purchase Contract Agent for distribution to underlying a Treasury Unit remains in effect, such HolderTreasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the Treasury Security and Purchase Contract comprising such Treasury Unit may be acquired, free and clear of any lienmay be transferred and exchanged, pledge or security interest created by this Agreementonly as a Treasury Unit.

Appears in 1 contract

Samples: Purchase Contract Agreement (Centurytel Inc)

Reestablishment of Corporate Units. (a) At Subject to the conditions set forth in this Agreement, a Holder of a Treasury Unit may recreate Corporate Units at any time (i) on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Holder Tax Event Redemption or a Successful Initial Remarketing has not occurred, and (ii) on or prior to the second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the Corporate Units, in each case by (a) depositing with the Collateral Agent Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having an aggregate principal amount in the case of the Notes, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the aggregate principal amount of the Treasury Securities comprising part of the Treasury Units shall have and (b) transferring the right to reestablish Corporate Units by substitution of Debentures or security entitlements to them for Pledged Treasury Securities in integral multiples of [13] related Treasury Units by: (1) Transferring to the Securities Intermediary for credit Agent accompanied by a notice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Collateral Account Debentures or security entitlements Agent and requesting that the Agent instruct the Collateral Agent to them having a principal amount at maturity equal release the Treasury Securities underlying such Treasury Units, whereupon the Agent shall promptly give such instruction to the Value of the Pledged Treasury Securities to be released, accompanied by a noticeCollateral Agent, substantially in the form of Exhibit C hereto. Upon receipt of the Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent will release to the Purchase Contract AgreementAgent, at which time on behalf of the Purchase Contract Holder, the Treasury Securities having a corresponding aggregate principal amount from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Corporate Unit Certificate executed by the Company in accordance with Section 3.3 hereof evidencing the same number of Purchase Contracts as were evidenced by the cancelled Treasury Units. Holders who elect to reestablish Corporate Units shall be responsible for any fees or expenses (including, without limitation, fees and expenses payable to the Collateral Agent a notice, substantially for its services as Collateral Agent) in respect of the form of EXHIBIT C to this Agreement, stating that reestablishment and the Company shall not be responsible for any such Holder has Transferred Debentures or security entitlements to them to the Securities Intermediary for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (2) delivering the related Treasury Units to the Purchase Contract Agentfees. Upon receipt of such notice and confirmation that Debentures or security entitlements to them have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Security Intermediary by a notice in substantially the form of EXHIBIT D to this Agreement to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder. (b) Upon credit to the Collateral Account of Debentures or security entitlements to them delivered by a Holder Holders of Treasury Units may reestablish Corporate Units in integral multiples of 20 Treasury Units for the same multiple of 20 Corporate Units if a Tax Event Redemption or a Successful Initial Remarketing has not occurred, and receipt in integral multiples of [ ] Treasury Units for [ ] Corporate Units if a Tax Event Redemption or a Successful Initial Remarketing has occurred. In the event a Holder re-establishing Corporate Units pursuant to this Section 3.14 fails to effect a book-entry transfer of the related instruction from Treasury Units or fails to deliver a Treasury Unit Certificate(s) to the Agent after depositing Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Securities Intermediary shall release the applicable Pledged Treasury Securities constituting a part of such Treasury Units shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Treasury Units are so transferred or the Treasury Unit Certificate is so delivered, as the case may be, or, with respect to a Treasury Unit Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Treasury Unit Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.14, for so long as the Purchase Contract Agent for distribution to underlying a Treasury Unit remains in effect, such HolderTreasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the Treasury Security and Purchase Contract comprising such Treasury Unit may be acquired, free and clear of any lienmay be transferred and exchanged, pledge or security interest created by this Agreementonly as a Treasury Unit.

Appears in 1 contract

Samples: Purchase Contract Agreement (Alltel Corp)

Reestablishment of Corporate Units. (a) At A Holder of a Treasury Unit may recreate Corporate Units at any time (i) on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Holder of Treasury Units shall have the right to reestablish Corporate Units by substitution of Debentures Tax Event Redemption or security entitlements to them for Pledged Treasury Securities in integral multiples of [13] Treasury Units by: a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing alternatively has not occurred, and (1ii) Transferring on or prior to the Securities Intermediary for credit second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the Corporate Units, in each case by (a) depositing with the Collateral Agent Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having an aggregate principal amount in the case of the Senior Notes, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the Collateral Account Debentures or security entitlements to them having a aggregate principal amount at maturity equal of the Treasury Securities comprising part of the Treasury Units and (b) transferring the related Treasury Units to the Value of the Pledged Treasury Securities to be released, Agent accompanied by a noticenotice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to hereto. Upon receipt of the Purchase Contract Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT C to this Agreement, stating that such Holder has Transferred Debentures or security entitlements to them will release to the Agent, on behalf of the Holder, the Treasury Securities Intermediary for credit having a corresponding aggregate principal amount from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury UnitsHolder; and (2iii) delivering the related Treasury Units to the Purchase Contract Agent. Upon receipt authenticate, execute on behalf of such notice Holder and confirmation that Debentures or security entitlements to them have been credited to deliver a Corporate Units Certificate executed by the Collateral Account Company in accordance with Section 3.3 evidencing the same number of Corporate Units as described in such notice, the Collateral Agent shall instruct the Security Intermediary by a notice in substantially the form of EXHIBIT D to this Agreement to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder. (b) Upon credit to the Collateral Account of Debentures or security entitlements to them delivered by a Holder number of Treasury Units that were evidenced by the cancelled Treasury Units Certificate. Holders of Treasury Units may reestablish Corporate Units in integral multiples of 40 Treasury Units for 40 Corporate Units if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has not occurred, and receipt in integral multiples of 100,000 Treasury Units for 100,000 Corporate Units if a Tax Event Redemption or a Successful Initial Remarketing, Successful Second Remarketing or Successful Third Remarketing has occurred. In the event a Holder re-establishing Corporate Units pursuant to this Section 3.14 fails to effect a book-entry transfer of the related instruction from Treasury Units or fails to deliver a Treasury Units Certificate(s) to the Agent after depositing Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Securities Intermediary shall release the applicable Pledged Treasury Securities constituting a part of such Treasury Units shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Treasury Units are so transferred or the Treasury Units Certificate is so delivered, as the case may be, or, with respect to a Treasury Units Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.14, for so long as the Purchase Contract Agent for distribution to underlying a Treasury Unit remains in effect, such HolderTreasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the Treasury Security and Purchase Contract comprising such Treasury Unit may be acquired, free and clear of any lienmay be transferred and exchanged, pledge or security interest created by this Agreementonly as a Treasury Unit.

Appears in 1 contract

Samples: Purchase Contract Agreement (Duke Energy Corp)

Reestablishment of Corporate Units. (a) At of a Treasury Unit may recreate Corporate Units at any time (i) on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date, if a Holder of Treasury Units shall have the right to reestablish Corporate Units by substitution of Debentures Tax Event Redemption or security entitlements to them for Pledged Treasury Securities in integral multiples of [13] Treasury Units by: a Successful Initial Remarketing has not occurred, and (1ii) Transferring on or prior to the Securities Intermediary for credit second Business Day immediately preceding the Purchase Contract Settlement Date, if a Tax Event Redemption or a Successful Initial Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of the Corporate Units, in each case by (a) depositing with the Collateral Agent Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having an aggregate principal amount in the case of the Senior Notes, or an appropriate Applicable Ownership Interest (as defined in clause (A) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the Collateral Account Debentures or security entitlements to them having a aggregate principal amount at maturity equal of the Treasury Securities comprising part of the Treasury Units and (b) transferring the related Treasury Units to the Value of the Pledged Treasury Securities to be released, Agent accompanied by a noticenotice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Senior Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Collateral Agent and requesting that the Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Agent shall promptly give such instruction to the Collateral Agent, substantially in the form of Exhibit C to the Purchase Contract Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT C to this Agreement, stating that such Holder has Transferred Debentures or security entitlements to them to the Securities Intermediary for credit to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury Units; and (2) delivering the related Treasury Units to the Purchase Contract Agenthereto. Upon receipt of such notice and confirmation that Debentures the Senior Notes or security entitlements to them have been credited to the Collateral Account appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, described in such noticeclause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, the Collateral Agent shall instruct will release to the Security Intermediary by a notice in substantially Agent, on behalf of the form of EXHIBIT D to this Agreement to release such Pledged Holder, the Treasury Securities having a corresponding aggregate principal amount from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder. (b) Upon credit to the Collateral Account of Debentures or security entitlements to them delivered by a Holder of Treasury Units and receipt of the related instruction from the Collateral Agent, the Securities Intermediary shall release the applicable Pledged Treasury Securities and shall promptly Transfer the same to the Purchase Contract Agent for distribution to such HolderPledge, free and clear of any lien, pledge or the Company's security interest created by this Agreement.therein, and upon receipt thereof the Agent shall promptly:

Appears in 1 contract

Samples: Purchase Contract Agreement (Duke Energy Corp)

Reestablishment of Corporate Units. (a) At any time on or prior to the seventh Business Day immediately preceding the Purchase Contract Settlement DateUnless a Tax Event Redemption has occurred, a Holder of a Treasury Units shall have the right to reestablish Unit may recreate Corporate Units at any time until 5:00 p.m. (New York City time) on the Election Date by substitution providing notice to the Purchase Contract Agent, substantially in the form of Debentures or security entitlements Exhibit C hereto, of such Holder's intention to them for Pledged Treasury Securities in integral multiples of [13] Treasury recreate Corporate Units byand: (1) Transferring depositing with the Securities Intermediary Senior Notes having an aggregate principal amount equal to the aggregate principal amount at maturity of the Treasury Securities comprising part of the Treasury Units; and (2) transferring the related Treasury Units 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 for credit and (ii) requesting that the Purchase Contract Agent instruct the Collateral Agent to release the Treasury Securities underlying such Treasury Units, whereupon the Purchase Contract Agent shall promptly give such instruction to the Collateral Account Debentures or security entitlements to them having a principal amount at maturity equal to the Value of the Pledged Treasury Securities to be released, accompanied by a noticeAgent, substantially in the form of Exhibit C to the Pledge Agreement. 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 will cause the Securities Intermediary to effect the release of such Treasury Securities from the Pledge to the Purchase Contract AgreementAgent, at which time free and clear of the Company's security interest therein, and the transfer of such Treasury Securities to the Purchase Contract Agent on behalf of the Holder. Upon receipt thereof, the Purchase Contract Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Holder; and (iii) authenticate, execute on behalf of such Holder and deliver a Corporate Unit 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 Unit. Holders who elect to recreate Corporate Units shall be responsible for any fees or expenses payable to the Collateral Agent a notice, substantially in the form of EXHIBIT C to this Agreement, stating that such Holder has Transferred Debentures or security entitlements to them to the Securities Intermediary for credit to the Collateral Account and requesting that the its services as Collateral Agent release from in respect of the Pledge substitution, and the Pledged Treasury Securities related to Company shall not be responsible for any such Treasury Units; and (2) delivering the related fees or expenses. Holders of Treasury Units to the Purchase Contract Agentmay reestablish Corporate Units in integral multiples of 20 Treasury Units for 20 Corporate Units. Upon receipt of such notice and confirmation that Debentures or security entitlements to them have been credited to the Collateral Account as described in such notice, the Collateral Agent shall instruct the Security Intermediary by a notice in substantially the form of EXHIBIT D to this Agreement to release such Pledged Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder. (b) Upon credit to the Collateral Account of Debentures or security entitlements to them delivered by Under no circumstances may a Holder of Treasury Units and receipt of recreate Corporate Units after the related instruction from the Collateral AgentElection Date. Except as provided in this Section 3.14, the Securities Intermediary shall release the applicable Pledged Treasury Securities and shall promptly Transfer the same to for so long as the Purchase Contract Agent for distribution to underlying a Treasury Unit remains in effect, such Holder, free Treasury Unit shall not be separable into its constituent parts and clear the rights and obligations of any lien, pledge or security interest created by this Agreement.the Holder of such Treasury Units in respect of the

Appears in 1 contract

Samples: Purchase Contract Agreement (Dominion Resources Inc /Va/)

Reestablishment of Corporate Units. (a) At A Holder of ----------------------------------- a Treasury Unit may recreate Corporate Units at any time (i) if a Tax Event Redemption or a Successful Remarketing has not occurred, on or prior to the seventh fifth Business Day immediately preceding the Purchase Contract Settlement Date, and (ii) if a Holder Tax Event Redemption or a Successful Remarketing has occurred and an Applicable Ownership Interest in the Treasury Portfolio has become a component of Treasury Units shall have the right Corporate Units, on or prior to reestablish Corporate Units by substitution of Debentures or security entitlements to them for Pledged Treasury Securities the second Business Day immediately preceding the Purchase Contract Settlement Date, in integral multiples of [13] Treasury Units each case by: (1a) Transferring depositing with the Collateral Agent Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, having an aggregate principal amount in the case of the Notes, or an appropriate Applicable Ownership Interest (as defined in clause (i) of the definition of such term) of the Treasury Portfolio, as the case may be, equal to the aggregate principal amount of the Treasury Securities Intermediary for credit comprising part of the Treasury Units and (b) transferring the related Treasury Units to the Agent accompanied by a notice to the Agent, substantially in the form of Exhibit D hereto, stating that the Holder has transferred the relevant amount of Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, to the Collateral Account Debentures or security entitlements Agent and requesting that the Agent instruct the Collateral Agent to them having a principal amount at maturity equal release the Treasury Securities underlying such Treasury Units, whereupon the Agent shall promptly give such instruction to the Value of the Pledged Treasury Securities to be released, accompanied by a noticeCollateral Agent, substantially in the form of Exhibit C to hereto. Upon receipt of the Purchase Contract Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, described in clause (a) above and the instruction described in clause (b) above, in accordance with the terms of the Pledge Agreement, at which time the Purchase Contract Agent shall deliver to the Collateral Agent a notice, substantially in the form of EXHIBIT C to this Agreement, stating that such Holder has Transferred Debentures or security entitlements to them will release to the Agent, on behalf of the Holder, the Treasury Securities Intermediary for credit having a corresponding aggregate principal amount from the Pledge, free and clear of the Company's security interest therein, and upon receipt thereof the Agent shall promptly: (i) cancel the related Treasury Units; (ii) transfer the Treasury Securities to the Collateral Account and requesting that the Collateral Agent release from the Pledge the Pledged Treasury Securities related to such Treasury UnitsHolder; and (2iii) delivering the related Treasury Units to the Purchase Contract Agent. Upon receipt authenticate, execute on behalf of such notice Holder and confirmation that Debentures or security entitlements to them have been credited to deliver a Corporate Units Certificate executed by the Collateral Account Company in accordance with Section 3.3 evidencing the same number of Purchase Contracts as described in such notice, were evidenced by the Collateral Agent shall instruct the Security Intermediary by a notice in substantially the form of EXHIBIT D to this Agreement to release such Pledged canceled Treasury Securities from the Pledge by Transfer to the Purchase Contract Agent for distribution to such Holder. (b) Upon credit to the Collateral Account of Debentures or security entitlements to them delivered by a Holder Units. Holders of Treasury Units may reestablish Corporate Units in integral multiples of 40 Treasury Units for 40 Corporate Units if a Tax Event Redemption or a Successful Remarketing has not occurred, and receipt in integral multiples of ____ Treasury Units for ___ Corporate Units if a Tax Event or a Successful Remarketing has occurred. In the event a Holder re-establishing Corporate Units pursuant to this Section 3.14 fails to effect a book-entry transfer of the related instruction from Treasury Units or fails to deliver a Treasury Units Certificate(s) to the Agent after depositing Notes or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be, with the Collateral Agent, the Securities Intermediary shall release the applicable Pledged Treasury Securities constituting a part of such Treasury Units shall be held in the name of the Agent or its nominee in trust for the benefit of such Holder, until such Treasury Units are so transferred or the Treasury Units Certificate is so delivered, as the case may be, or, with respect to a Treasury Units Certificate, such Holder provides evidence satisfactory to the Company and shall promptly Transfer the same to Agent that such Treasury Units Certificate has been destroyed, lost or stolen, together with any indemnity that may be required by the Agent and the Company. Except as provided in this Section 3.14, for so long as the Purchase Contract Agent for distribution to underlying a Treasury Unit remains in effect, such HolderTreasury Unit shall not be separable into its constituent parts and the rights and obligations of the Holder of such Treasury Unit in respect of the Treasury Security and Purchase Contract comprising such Treasury Unit may be acquired, free and clear of any lienmay be transferred and exchanged, pledge or security interest created by this Agreementonly as a Treasury Unit.

Appears in 1 contract

Samples: Purchase Contract Agreement (Sprint Corp)

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